If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule
13D/A, and is filing this schedule because of §§240.13d-1(e), 240.13d-l(f) or 240.13d-l(g), check the following box.
[ ]

The
information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section
18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act.

CUSIP No. 12636V108

Page 2 of 5

1

NAMES
OF REPORTING PERSONS

Rafael
Furst

2

CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)
[ ]

(b)
[ ]

3

SEC
USE ONLY

4

SOURCE
OF FUNDS

PF

5

CHECK
IF DISCLOSURES OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

Based
on 18,736,609 Shares issued and outstanding as of June 19, 2017.

CUSIP No. 12636V108

Page 3 of 5

Item
1. Security and Issuer.

The
class of securities to which this statement relates is the common stock (the “Shares”) of Croe, Inc., a Utah
corporation (the “Issuer”), with a par value of $0.001. The address of the principal executive office of the
Issuer is 23805 Stuart Ranch Road, Suite 235, Malibu, California 90265.

Present
principal employment: The Reporting Person is an entrepreneur and Chief Investment Officer of the Issuer, which is located
at 23805 Stuart Ranch Road, Suite 235, Malibu, California.

(d)

During
the last five (5) years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors).

(e)

During
the last five (5) years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction as a result of which they are subject to a judgment, decree or final order enjoining final violations
of, or prohibiting or mandating activities subject to federal or state securities laws or finding any violation with respect
to such laws.

(f)

The
Reporting Person is a citizen of the United States.

Item
3. Source and Amount of Funds or Other Consideration.

On
June 7, 2017, pursuant to (i) a Share Purchase Agreement (the “Restricted Share Purchase Agreement”) by and
among the Issuer, The Crypto Company, a Nevada corporation (“Crypto”), and John B. Thomas P.C., in its sole capacity
as representative for certain shareholders of the Issuer listed on Schedule I to the Restricted Purchase Agreement; and (ii) a
Share Purchase Agreement (the “Free Trading Share Purchase Agreement”, and together with the Restricted Share
Purchase Agreement, the “Share Purchase Agreements”) by and among the Issuer, Crypto, Uptick Capital, LLC (“Uptick
Capital”) and John B. Thomas P.C., in its sole capacity as representative for certain shareholders of the Issuer listed
on Schedule I to the Free Trading Share Purchase Agreement. Pursuant to the Share Purchase Agreements, Crypto purchased 11,235,000
Shares for a purchase price of $402,500 (the “Stock Sale”).

On
June 7, 2017, Crypto issued to its shareholders a stock dividend (the “Stock Dividend”) of 10,918,007 Shares
acquired by Crypto through the Stock Sale, distributed on a pro rata basis, such that the shareholders of Crypto received fourteen
Shares for each share of common stock of Crypto held as of June 6, 2017. As of June 6, 2017, the Reporting Person owned 125,000
shares of common stock of Crypto. As a result of the Stock Dividend, the Reporting Person received 1,875,000 Shares.

On
June 7, 2017, the Issuer entered into a Share Exchange Agreement (the “Exchange Agreement”) with Michael Poutre,
in his sole capacity as representative for the shareholders of Crypto, pursuant to which each outstanding share of common stock
of Crypto was exchanged for Shares (the “Share Exchange”), resulting in the aggregate issuance of 7,026,609
Shares, on a pro rata basis, to the shareholders of Crypto in exchange for 100% of the issued and outstanding share of common
stock of Crypto. Pursuant to the Share Exchange, the Reporting Person received nine Shares in exchange for each share of common
stock of Crypto held. As a holder of 125,000 shares of common stock of Crypto as of June 7, 2017, the Reporting Person received
1,125,000 Shares in the Share Exchange.

On
June 14, 2017, Crypto granted to the Reporting Person 32,309 Shares in a private transaction in exchange for services rendered
in connection with the formation, organization and restructuring of Crypto.

Item
4. Purpose of Transaction.

The
Stock Sale, Stock Dividend and Share Exchange shall collectively be referred to herein as the “Transaction”.
The purpose of the transaction was for Crypto to acquire the Issuer and to distribute its ownership thereof, pro rata, among the
shareholders of Crypto in anticipation of continuing Crypto’s business of advising regarding, investing in, trading and
developing proprietary source code for digital assets with diversified exposure to digital asset markets. Immediately following
the transaction, the Issuer moved its principal office to Malibu, California.

CUSIP No. 12636V108

Page 4 of 5

Effective
as of June 7, 2017, upon consummation of the Transaction, Deborah Thomas, the former Chief Executive Officer, principal accounting
and financial officer and director of the Issuer, resigned from all of her positions with the Issuer, and Elliott Polatoff, the
former Secretary and director of the Issuer, resigned from all of his positions with the Issuer. Upon consummation of the Transaction,
Michael Poutre was appointed sole director of the Issuer, and the following individuals were appointed executive officers of the
Issuer:

Michael
Poutre

Chief
Executive Officer, Chairman of the Board

James
Gilbert

President

Ron
Levy

Chief
Operating Officer

While
unlikely in the foreseeable future, the Reporting Person may determine, from time to time, to acquire additional shares or to
sell or otherwise dispose of some or all of the Shares owned by the Reporting Person, pursuant to the applicable securities laws.
In making any such determination, the Reporting Person will consider his goals and objectives, other business opportunities available
to him, as well as general stock market conditions.

Item
5. Interest in Securities of the Issuer.

The
information contained on the cover page to this Statement and the information set forth or incorporated in Item 4 is incorporated
herein by reference.

(a)

See
Items 11 and 13 of the cover page to this Statement for the aggregate number of Shares and percentage of issued and outstanding
Shares owned by the Reporting Person. The percentage ownership is calculated based on 18,736,609 Shares issued and outstanding
as of June 19, 2017.

(b)

See
Items 11 and 13 of the cover page to this Statement for the aggregate number of shares and percentage of issued and outstanding
Shares owned by the Reporting Person. The percentage ownership is calculated based on 18,736,609 Shares issued and outstanding
as of June 19, 2017.

(c)

Except
as set forth herein and elsewhere in this Schedule 13D, there have been no other transactions in the class of securities reported
on that were effected within the past sixty days.

(d)

Not
applicable.

(e)

Not
applicable.

Item
6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Except
as set forth in this Schedule 13D, there are no other contracts, arrangements, understandings or relationships (legal or otherwise)
between the reporting Person and any person with respect to any securities of the Issuer, including but not limited to: transfer
or voting of any of the securities of the Issuer or of its subsidiaries, joint ventures, loan or option arrangements, puts or
calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies or a pledge or contingency
the occurrence of which would give another person voting power over the securities of the Issuer.

Item
7. Material to be Filed as Exhibits.

The
following are filed as exhibits to the Schedule 13D:

2.1

Share
Purchase Agreement, dated as of June 7, 2017, by and among Croe, Inc., The Crypto Company and John B. Thomas P.C., in its
sole capacity as representative for certain shareholders of the Croe, Inc. listed on Schedule I thereto

2.2

Share
Purchase Agreement, dated as of June 7, 2017, by and among Croe, Inc., The Crypto Company, Uptick Capital, LLC and John B.
Thomas P.C., in its sole capacity as representative for certain shareholders of the Croe, Inc. listed on Schedule I thereto

2.3

Share
Exchange Agreement, dated as of June 7, 2017, by and between Croe, Inc. and Michael Poutre, in his sole capacity as representative
for the shareholders of Crypto

CUSIP No. 12636V108

Page 5 of 5

SIGNATURE

After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.

Dated:
June 20, 2017

/s/
Rafael Furst

Rafael
Furst

EX-2.1
2
ex2-1.htm

SHARE
PURCHASE AGREEMENT

THIS
SHARE PURCHASE AGREEMENT (this “Agreement”) is made as of this 7th day of June, 2017 by and among The
Crypto Company, a Nevada corporation (“Purchaser”), Croe, Inc., a Utah corporation (the “Company”),
and John D. Thomas P.C., a Utah professional corporation (the “Sellers’ Representative”), solely
in its capacity as the representative of the sellers listed on Schedule 1 hereto (each a “Seller”
and collectively the “Sellers”).

RECITALS

WHEREAS,
the Company is engaged in the business of designing athletic apparel;

WHEREAS,
the Sellers, collectively, own 10,420,000 shares of common stock of the Company, par value $0.001 per share (the “Shares”);

WHEREAS,
subject to the terms and conditions hereof, Purchaser desires to purchase all of the Shares, and the Sellers desire to sell, assign,
transfer and convey all of the Shares to Purchaser for the consideration specified in this Agreement; and

WHEREAS,
Annex A of this Agreement contains a list of references to defined terms.

AGREEMENT

NOW,
THEREFORE, in consideration of the representations, warranties, covenants and agreements contained in this Agreement, the receipt
and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:

1.
Purchase and Sale of Shares. Subject to
all the terms and conditions of this Agreement, at the Closing, the Sellers shall sell, transfer and deliver to Purchaser, and
Purchaser shall purchase and acquire from the Sellers the Shares, free and clear of any and all Encumbrances (as defined in Section
2.5 below), for the consideration specified in Section 2 below.

2.
Purchase Price.

2.1
Aggregate Consideration. Subject to and upon the terms and conditions of this Agreement, in consideration and as payment
in full for the Shares, Purchaser shall pay to the Sellers an aggregate cash amount of $341,375, decreased by (a) the $50,000
deposit (the “Initial Deposit”) delivered to the Escrow Agent pursuant to the Escrow Agreement, (b)
the Indemnification Escrow Amount (as defined in Section 2.4 below), and (c) the amount of Transaction Expenses (as defined
in Section 2.5 below) that remain unpaid as of the Closing as of the Closing (the “Closing Cash Consideration”)
by delivery to the Sellers of a wire transfer of immediately available funds into the Escrow Account, against and upon surrender
by the Sellers of the Shares and in exchange for receipt of the Shares from the Sellers. The Closing Cash Consideration, the Initial
Deposit and the Indemnification Escrow Amount (as defined in Section 2.4 below) are collectively referred to as the “Purchase
Price.”

2.2
Escrow Account. The Purchase Price shall be deposited by Purchaser at or before the Closing into an escrow account (the
“Escrow Account”) established pursuant to an escrow agreement (the “Escrow Agreement”),
dated as of May 24, 2017, by and among the Purchaser, the Sellers’ Representative and J.M. Walker & Associates, Attorneys
at Law, as escrow agent (the “Escrow Agent”), attached hereto as Exhibit A. The Escrow
Account is a non-interest bearing account, proceeds from which will be paid to the Sellers in accordance with their Pro-rata Interests,
as hereinafter defined.

2.3
Payment of the Purchase Price. At the Closing, the Closing Cash Consideration shall be distributed by the Escrow Agent
in accordance with each Seller’s percentage interest equal to the number of shares of capital stock of the Company held
by such Seller immediately prior to Closing divided by the aggregate number of Shares being purchased by the Purchaser pursuant
to this Agreement (“Pro-rata Interest”). The Indemnification Escrow Amount will be paid by Purchaser
pursuant to the terms of the Escrow Agreement by wire transfer of immediately available funds to the Escrow Agent.

2.4
Indemnification Escrow Amount. The portion of the Purchase Price otherwise payable to Deborah Thomas, a Seller, at Closing
shall be reduced by an amount equal to $23,240 (the “Indemnification Escrow Amount”), to be transferred
by the Escrow Agent to a trust account held by Sellers’ Representative for the benefit of Ms. Thomas and will be used to
satisfy the Sellers’ liabilities, if any, arising under Section 8.2(b), and will be paid to Ms. Thomas, on the one
hand, or the Purchaser, on the other hand, in accordance with the terms and conditions of this Agreement and the Escrow Agreement.

2.5
For purposes of this Agreement,

(a)
“Encumbrance” or “Encumbrances” means any and all liens, encumbrances, claims,
charges, community or other marital property interests, equitable interests, options, security interests, pledges, mortgages,
deeds of trust, hypothecations, rights of first offer or first refusal, buy/sell agreements, rights of way, easements, encroachments,
servitudes, or other title retention agreements, covenants with respect to (or conditions governing) the use, construction, voting
(in the case of any equity interest), transfer, receipt of income or exercise of any other attribute of ownership, or other restrictions
of any kind whatsoever.

(b)
“Liability” means any liabilities, debts, obligations, Encumbrances, duties or commitments of any nature
whatsoever, asserted or unasserted, due or to become due, known or unknown, suspected or unsuspected, foreseen or unforeseen,
direct or indirect, liquidated or unliquidated, disputed or undisputed, absolute or contingent, accrued or unaccrued, matured
or unmatured or otherwise on or before the Closing Date.

(c)
“Ordinary Course of Business” means, when used with reference to the Company, any action taken by a
Person with respect to the Company or its business that is consistent with past practice and similar in nature and magnitude to
actions taken in the normal day-to-day operations of the Company or its business consistent with past practices.

(e)
“Transaction Expenses” means all fees and expenses payable by or on behalf of the Sellers and the Company
in connection with the transactions contemplated by this Agreement, including all legal fees and expenses, accounting fees and
expenses, Tax advisory fees and expenses, and financial advisory fees and expenses related to such process.

2

3.
Closing. Subject to the satisfaction or
waiver of all conditions to the Closing set forth in this Agreement, the consummation of the purchase and sale of the Shares (the
“Closing”) shall take place at 10:00 a.m. Pacific time on any Business Day after the day on which the
last of the conditions set forth in Section 7 is fulfilled or waived, which date shall be at Purchaser’s election,
at the offices of Drinker Biddle & Reath LLP located at 1800 Century Park East, Suite 1500, Los Angeles, California 90067
or on such other date and at such other place or time as the parties hereto may agree upon in writing (the date on which the Closing
occurs is referred to herein as the “Closing Date”); provided, however, that such Closing Date
shall take place on or before June 7, 2017.

4.
Representations and Warranties Relating to
the Company. The Company represents and warrants to Purchaser that the statements contained in this Section 4 are true
and correct.

4.1
Organization and Qualification. The Company is a corporation duly organized, validly existing and in good standing under
the Laws of the State of Utah. The Company has full power and authority to conduct its business to the extent now conducted. The
Company is duly qualified to do business and is in good standing in each jurisdiction in which the transaction of its business
makes such qualification necessary, except where the failure to be so qualified or in good standing would not have a Material
Adverse Effect.

4.2
Authority and Binding Obligation. The Company has all requisite power and authority to enter into this Agreement and to
consummate and perform the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation
of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the Company, including
approval of the board of directors of the Company (the “Board of Directors”) and its stockholders. This
Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof
by Purchaser, constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance
with its terms, except as may be limited by any bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other
similar Laws affecting the enforcement of creditors’ rights generally or by general principles of equity.

4.3
Capitalization.

(a)
As of the date hereof, the authorized capital stock in the Company consists of (i) Fifty Million (50,000,000) shares of common
stock, par value $0.001 per share, of which 11,335,000 shares of common stock are issued and outstanding as of the date hereof;
and (ii) Ten Million (10,000,000) shares of preferred stock, par value $0.001 per share, of which no shares of preferred stock
are issued and outstanding as of the date hereof. The Shares are duly authorized, validly issued, fully paid and nonassessable
and not subject to preemptive rights. Schedule 4.3 hereto sets forth a true and correct description of all issued and outstanding
shares of capital stock of the Company as of the date hereof, the record holders thereof and the number of shares so held. The
Company does not have and has never had equity securities or securities convertible into the equity of the Company issued and
outstanding. There are no outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any outstanding
shares of capital stock or other ownership interests or securities in the Company. There are no voting trusts, shareholders agreements,
proxies or other agreements or understandings to which the Company or the Sellers are a party with respect to the voting or transfer
of the Shares except certain lock-up agreements as disclosed by the Sellers to the Purchaser.

3

(b)
The Company has never adopted, sponsored or maintained any equity option plan or any other plan or agreement providing for equity
compensation to any Person and there are no offers, options, warrants, puts, calls, purchase rights, subscription rights, exchange
rights, equity appreciation, phantom stock, profit participation, or other rights, agreements or commitments of any kind (contingent
or otherwise) relating to the issuance, conversion, registration, voting, sale or transfer of any equity securities or interests
of the Company or obligating the Company or any other Person to purchase or redeem any such equity securities or interests. The
Company does not have and has never issued any convertible securities that upon exercise would entitle the holder to equity in
the Company.

4.4
Subsidiaries. The Company has no direct or indirect subsidiaries and there are no other corporations, partnerships, joint
ventures, associations or other entities in which the Company owns, of record or beneficially, any direct or indirect equity.

4.5
No Conflicts; Regulatory Filings. The execution and delivery of this Agreement by the Company does not, and the consummation
of the transactions contemplated hereby will not, conflict with, or result in any violation of, or default under, or give rise
to a right of payment, termination, cancellation or acceleration of any material obligation or loss of any material benefit, or
result in the imposition of any Encumbrance on any assets or property of the Company, under (a) any of the organizational documents
of the or (b) any Contract or Law applicable to the Company. Except for filings with the SEC pursuant to the Securities Exchange
Act of 1934, as amended, the execution and delivery of this Agreement by the Company does not, and the consummation of the transactions
contemplated hereby will not, require any consent, approval, clearance, order or authorization of, notice to, or registration,
declaration or filing with, any Governmental Entity or any other party to any Contract to which the Company is a party or otherwise
bound.

4.6
Financial Information; No Liabilities.

(a)
The Company has filed with the U.S. Securities and Exchange Commission (the “SEC”) true and complete
copies of: (i) the audited consolidated balance sheets of the Company as of December 31, 2016 and December 31, 2015, and the related
audited consolidated statements of income, changes in owners’ equity, and cash flows for the years then ended, (ii) the
unaudited consolidated balance sheets of the Company as of the quarters ended September 30, 2016 and September 30, 2015, and the
related audited consolidated statements of income, changes in owners’ equity, and cash flows for the nine-month periods
then ended, and (iii) the unaudited consolidated balance sheets of the Company as of March 31, 2017 (the “Recent Balance
Sheet”) and March 31, 2016, and the related unaudited and consolidated statements of income for the respective three-month
periods then ended ((i), (ii) and (ii) being referred to herein, collectively, as the “Financial Statements”).
The Financial Statements (including the notes to the audited financial statements) (i) were derived from and in accordance with
the books and records of the Company, and (ii) each fairly present in all material respects the consolidated financial position,
results of operations and cash flows of the Company as at the respective dates thereof and for the respective periods indicated
therein, except as otherwise noted therein (subject to normal and recurring year-end adjustments, the effect of which will not,
individually or in the aggregate, be material). As of the date of this Agreement and as of the Closing, the Company does not,
and the Company will not, have any Liabilities, including any Liabilities (i) identified in the Financial Statements and the notes
thereto; (ii) incurred by the Company in the Ordinary Course of Business since the Recent Balance Sheet date that are not, individually
or in the aggregate, material; (iii) relating to the performance under Contracts that have not yet been fully performed and under
which the Company is not in breach or default; (iv) incurred by the Company in connection with the transactions contemplated by
this Agreement and satisfied on or prior to the Closing Date; or (v) created by or related to Transaction Expenses.

4

(b)
As of the date of this Agreement and as of the Closing, there are no, and there will not be any, accounts or notes receivable
by the Company representing obligations from sales made or services rendered in the Ordinary Course of Business.

4.7
Absence of Changes. Since the date of the most recent audited Financial Statements, the Company has conducted its business
in the Ordinary Course of Business and there has not been, with respect to the Company, any:

(a)
change, event or condition (whether or not covered by insurance) that has or could reasonably be expected to result in a Material
Adverse Effect;

(b)
issuance, sale (or other disposition), split, combination or reclassification of any shares of the capital stock (or equivalent
equity interests) of the Company, grant of any options, warrants or other rights to purchase or obtain (including upon conversion,
exchange or exercise) any capital stock (or other equity interests), or declaration or payment of any dividends or distributions
on or in respect of any capital stock (or other equity interests) or redemption, purchase or acquisition of any capital stock
(or other equity interests);

(c)
material change in any method of accounting or accounting practice of the Company or its cash management practices or policies,
practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts,
accrual of accounts receivable, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral
of revenue and acceptance of customer deposits, except as required by U.S. generally accepted accounting principles (“GAAP”)
or as disclosed in the notes to the Financial Statements;

(d)
transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Recent Balance Sheet outside of
the Ordinary Course of Business;

(e)
transfer, assignment or grant of any license or sublicense of any material rights under or with respect to any Intellectual Property
owned or licensed by the Company;

(f)
material damage, destruction or loss (whether or not covered by insurance) to the property or assets of the Company;

(g)
any investment in, or any loan (or forgiveness of any loan) to, any other Person, or any material capital expenditures;

(h)
acceleration, termination, material modification to or cancellation of any material Contract (including any material Contract)
to which the Company is a party or otherwise bound;

(i)
(i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation
or benefits in respect of current or former employees, officers, directors, independent contractors or consultants, other than
as provided for in any written agreements delivered to Purchaser or required by applicable Laws, or (ii) action to accelerate
the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor
or consultant;

5

(j)
entry into a new line of business materially different from the business of the Company conducted as of the date of the most recent
audited Financial Statements, or abandonment or discontinuance of lines of business existing as of such date;

(k)
adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy
under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any
similar Law, or any acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock
of, or by any other manner, any business or any Person or any division thereof;

(l)
purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of 1,000,
individually (in the case of a lease, per annum) or in the aggregate (in the case of a lease, for the entire term of the lease,
not including any option term), except for purchases of equipment or supplies in the Ordinary Course of Business;

(m)
action to make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action,
omit to take any action or enter into any other transaction that would have the effect of increasing the Tax Liability or reducing
any Tax asset of Purchaser in respect of any post-Closing Tax period; or

(n)
any contracts, leases, subleases, deeds, mortgages, licenses, instruments, notes, promises, plans, commitments, undertakings,
indentures, joint ventures and all other agreements, commitments and other arrangements or understandings, whether written or
oral (each of the foregoing, a “Contract”) to do any of the foregoing, or any action or omission that
would result in any of the foregoing.

4.8
Contracts and Commitments. As of the date of this Agreement and as of the Closing, there are no, and there will be no,
Contracts to which the Company is a party or is otherwise bound.

4.9
Intellectual Property.

(a)
The Company does not own, license or otherwise have any rights to any of the following: (i) inventions (whether patentable or
not), discoveries, trade secrets, proprietary business and technical information and know-how, databases and data collections
and all rights therein; (ii) copyrightable subject matter, works of authorship, expressions, designs and design registrations,
whether or not copyrightable, including copyrights, author, performer, moral and neighboring rights, and all registrations, applications
for registration and renewals of such copyrights (iii) trademarks, trade names, logos, slogans, service marks, trade dress, design
rights and other similar designations of source, sponsorship, association or origin, together with the goodwill connected with
the use of and symbolized by, and all registrations, applications and renewals for, any of the foregoing; (iv) software, firmware,
computer applications, algorithms, databases, data collections, protocols, data structures, applications, command structures,
development tools, source code, object code, application programming interfaces, architecture, files, records, schematics, and
other related specifications and documentation; (v) data, files, records; (vi) except for www.croefit.com, internet domain names,
web addresses, web pages, websites and related content, accounts social media companies and the content found thereon and related
thereto, and URLs; (vii) patents (including all reissues, divisionals, provisionals, continuations and continuations-in-part,
reexaminations, renewals, reissues, substitutions and extensions thereof), patent applications, and other patent rights and any
other governmental-issued indicia of invention ownership (including inventor’s certificates, petty patents and patent utility
models) ((i) – (vii) collectively, “Intellectual Property”); or (viii) copies and tangible embodiments
(in whatever form or medium, including electronic media) of any of the foregoing items or materials set forth or referenced in
subsections (i) – (vii).

6

(b)
None of the products or services sold, offered for sale or otherwise provided to any Person, nor the conduct of the Company’s
business as currently and formerly conducted, infringes, dilutes, misappropriates or otherwise violates any Intellectual Property
rights of a Person and the Company has not received any written notice regarding, and has no Knowledge of, any claims or any basis
for any claims thereof.

(c)
There are no Proceedings (including any oppositions, interferences, reexaminations, inter partes reviews, or other post-grant
challenges) settled, pending or, to the Company’s Knowledge, threatened (including in the form of offers to obtain a license)
alleging any infringement, misappropriation, dilution or violation of the Intellectual Property of any Person by the Company.

4.10
Real and Personal Property.

(a)
Real Property. The Company does not own, nor has it ever owned, any real property and is not a party to any agreement or
option to purchase any real property or interest therein, nor does the Company hold interest in real property leased or otherwise
occupied by the Company. Schedule 4.10(a) hereto sets forth a certain real property sublease agreement for the property
located at 11650 South State Street, Suite 240, Draper, Utah 84020 (the “State Street Sublease”), which,
in accordance with its terms, shall be terminated by the Company on or before the Closing Date pursuant to the Sublease Termination
Agreement, substantially in the form attached hereto as Exhibit C (the “Sublease Termination Agreement”),
and all obligations and liabilities of the Company under the State Street Sublease, financial or otherwise, shall be deemed satisfied
as of the Closing Date. To the Knowledge of the Company, there are no Proceedings pending or threatened in writing against or
affecting the any real property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent
domain proceedings.

(b)
Personal Property. The Company does not own or hold leasehold interests in any personal property or other assets

4.11
Transactions with Interested Persons. Neither the Sellers, officers or directors of the Company, or any entity controlled
by such Persons: (a) have a Contract with the Company; (b) have any loans or receivables outstanding to the Company; (c) are otherwise
indebted to the Company; (d) own any property, real or personal, tangible or intangible, required for or used in the businesses
of the Company; (e) are owed any money or property by the Company; or (f) have any direct or indirect interest in any Person that
has had business dealings or a financial interest in any transaction with the Company or that is in competition with the business
of the Company.

4.12
Insurance. The Company does not hold any policies of insurance with respect to the business or assets of the Company.

7

4.13
Litigation. There are no, and since the Company’s inception there have not been any, claims, disputes, legal actions,
decrees, judgments, orders, settlement agreements, mediation, arbitration or other proceeding, suit or, to the Company’s
Knowledge, governmental investigation (each of the foregoing, a “Proceeding”) pending or, to the Company’s
Knowledge, threatened: (a) against or by the Company or its business, assets, officers, directors, shareholders, employees, or
similar individuals in their capacities as such; or (b) against or by the Company, any Seller, or any Affiliate of such Seller
that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. To the Company’s
Knowledge, no event has occurred or circumstances exist that would reasonably be expected to give rise or serve as a basis for
any such Proceeding. There are no other Proceedings with continuing Liabilities imposed on or by or against the Company or its
business or assets, or, to the Company’s Knowledge, its officers, directors, shareholders, employees or similar individuals
in their capacities as such, before or by any Governmental Entity or other Person of any kind. There are no unsatisfied judgments,
penalties or awards against or affecting the Company or its business, properties or assets. For purposes of this Agreement, an
“Affiliate” of a Person means any other Person that directly or indirectly, through one or more intermediaries,
controls, is controlled by, or is under common control with, such Person, and the term “control” (including the terms
“controlled by” and “under common control with”) means the possession, directly or indirectly, of the
power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities,
by Contract or otherwise.

4.14
Compliance with Laws.

(a)
The Company has conducted and is conducting its business in material compliance with all federal, state or local or foreign law
(including principles of common law), statute, ordinance, code, rule, regulation, resolution or promulgation, any Governmental
Order, any Permit, or any similar provision having the force or effect of law (each of the foregoing, a “Law”)
of any government, governmental department, commission, council, board, regulatory or administrative body, agency, or bureau,
and any court, tribunal, magistrate, arbitrator or judicial body of the United States or otherwise, whether federal, state, city,
or local (each of the foregoing, a “Governmental Entity”) applicable to them and their properties. The
Company has not received any written notice (or, to the Company’s Knowledge, oral notice) of any material violation of any
Law applicable to the Company. For purposes of this Agreement, “Governmental Order” means any order,
writ, judgment, injunction, decree, stipulation, ruling, determination or award entered by or with any Governmental Entity.

(b)
The Company has timely filed all reports with the SEC as required pursuant to the Securities Exchange Act of 1934, as amended,
together with any schedules and exhibits thereto.

(c)
The Company hold all permits, licenses, certificates, registrations, exemptions and approvals of all Governmental Entities which
are necessary for the business and operations of the Company as currently conducted (the “Permits”),
except where the failure to hold such Permit would not have a Material Adverse Effect. The Company has not received any written
notice or communication (or, to the Company’s Knowledge, oral notice) from or on behalf of any Governmental Entity alleging
any violation of any Permit or alleging that the Company does not hold any Permit required in connection with the business and
operations of the Company.

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4.15
Employees.

(a)
The Company has no full-time employees and two (2) part-type employees who serve as Chief Executive Officer and Secretary, respectively,
and one (1) independent contractor who serves as General Counsel for the Company. Schedule 4.15(a) sets forth a true and
complete list of the Company’s employees and independent contractors. As of the date hereof, all compensation, including
wages, commissions, and bonuses payable for services performed have been paid in full and there are no outstanding agreements,
understandings, or commitments of the Company with respect to any compensation, commissions, or bonuses.

(b)
All Persons characterized and treated by the Company as independent contractors are properly treated as independent contractors
under all applicable Laws and no independent contractor has any basis to claim status as an employee of the Company.

(c)
To the Knowledge of the Company, no officer or director of the Company has been: (i) subject to voluntary or involuntary petition
under the federal bankruptcy laws or any state insolvency law or the appointment of a receiver, fiscal agent or similar officer
by a court for his or her business or property or that of any partnership of which he or she was a general partner, any limited
liability company of which he or she was a member or any corporation or business association of which he or she was an executive
officer; (ii) convicted in a criminal Proceeding or named as a subject of a pending criminal Proceeding or been otherwise accused
of any act of moral turpitude; (iii) the subject of any Governmental Order (not subsequently reversed, suspended or vacated) of
any court of competent jurisdiction permanently or temporarily enjoining him or her from, or otherwise imposing limits or conditions
on his or her ability to engage in any securities, investment advisory, banking, insurance or other type of business or acting
as an officer or director of a public company; or (iv) found by a court of competent jurisdiction in a civil Proceeding or by
the SEC or the Commodity Futures Trading Commission to have violated any federal or state commodities, securities or unfair trade
practices law, which judgment or finding has not been subsequently reversed, suspended, or vacated.

4.16
Brokers’ and Finders’ Fees. Other than any amounts payable to Patrick Shane or Bill Burton, the Company is
not obligated to pay any fees or expenses of any broker or finder in connection with the origin, negotiation, or execution of
this Agreement or in connection with any transactions contemplated hereby. The Company agrees that neither the Purchaser nor the
officers, directors, agents, representatives, employees, designees or assigns of the Purchaser shall be liable for any costs,
expenses, fees, fines or penalties in connection with the Company’s engagement of Patrick Shane or Bill Burton.

4.17
Environmental Matters.

(a)
The Company is and has at all times been in compliance in all material respects with all applicable Environmental Laws.

(b)
The Company has not received any notice or claim, or written request for information pursuant to Environmental Laws, which, in
each case, remains pending or unresolved, or is the source of ongoing obligations or requirements.

(c)
No Hazardous Substance is or has been introduced, stored, handled or used at any of the facilities of the Company in contravention
of Environmental Laws.

9

(d)
For purposes of this Agreement;

(i)
“Environmental Laws” means any applicable Law, and any Governmental Order or binding agreement with
any Governmental Entity: (A) relating to pollution (or the cleanup thereof) or the protection of natural resources, endangered
or threatened species, human health or safety, or the environment (including ambient air, soil, surface water or groundwater,
or subsurface strata); or (B) concerning the presence of, exposure to, or the management, manufacture, use, containment, storage,
recycling, reclamation, reuse, treatment, generation, discharge, transportation, processing, production, disposal or remediation
of any Hazardous Substances.

(ii)
“Hazardous Substances” means: (a) any material, substance, chemical, waste, product, derivative, compound,
mixture, solid, liquid, mineral or gas, in each case, whether naturally occurring or manmade, that is hazardous, acutely hazardous,
toxic, or words of similar import or regulatory effect under Environmental Laws; and (b) any petroleum or petroleum-derived products,
radon, radioactive materials or wastes, asbestos in any form, lead or lead-containing materials, urea formaldehyde foam insulation,
polychlorinated biphenyls, mold, flammable or explosive substances, and pesticides and any other substance that is harmful to
human health or the environment.

4.18
Books and Records.

(a)
The copies of the Articles of Incorporation of the Company, as certified by the Secretary of State of the State of Utah, and its
bylaws as have been delivered to Purchaser are true, complete and correct and are in full force and effect.

(b)
The stock, option and equity records of the Company fairly and accurately reflect the record ownership of all of the outstanding
shares of capital stock and options, warrants, debt, equity and other rights to purchase capital stock or convert into capital
stock or other equity interests of the Company. Complete and accurate copies of all minutes and other records of all meetings
and other proceedings (including any actions taken by written consent or otherwise without a meeting) of the shareholders and
the board of directors of the Company since its inception have been delivered to Purchaser.

4.19
Inventory. The Company has no salable or usable inventory, stock in trade, work-in-progress, finished goods or raw materials,
including usable supplies or other items reflected on the books and records of the Company as inventory of the Company as of the
Closing Date.

4.20
View to Operate. The Company was formed for the sole and exclusive purpose of designing, manufacturing and distributing
athletic apparel and has made all commercially reasonable efforts to operate the business as a going concern, including, but not
limited to, effectuating a direct registration of the Company’s common stock with the SEC with a view to raise capital.
The Company’s determination to undertake the transactions contemplated hereunder, including, but not limited to, the determination
to sell substantially all of its common stock, was undertaken after appropriate deliberation and evaluation and is based upon
the reasonable business judgment of its Board of Directors and the Sellers.

4.21
No Material Untrue Statements. To the Knowledge of the Company, no representation or warranty pertaining to the Company
contained in this Agreement, the other documents and certificates delivered by the Company or the Sellers in connection herewith
contains any materially untrue statement or omits to state a material fact necessary in order to make the statements herein or
therein, in light of the circumstances under which they were made, not misleading.

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4.22
Disclaimer of Warranties. EXCEPT AS TO THOSE MATTERS EXPRESSLY COVERED BY THE REPRESENTATIONS AND WARRANTIES IN THIS SECTION
4, THE COMPANY DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, WRITTEN OR ORAL, AND PURCHASER
ACKNOWLEDGES AND AGREES THAT IT IS NOT RELYING ON ANY REPRESENTATIONS OR WARRANTIES OTHER THAN THOSE SET FORTH HEREIN.

5.
Representations and Warranties of Purchaser.
Purchaser represents and warrants to the Company and the Sellers’ Representative that the statements contained in this Section
5 are true and correct.

5.1
Organization and Qualification. Purchaser is a Nevada corporation duly organized, validly existing and in good standing
under the Laws of the State of Nevada. Purchaser has all requisite power and authority to enter into this Agreement and to consummate
the transactions contemplated hereby.

5.2
Authority and Binding Obligation. The execution and delivery of this Agreement and the consummation and performance of
the transactions contemplated hereby have been duly authorized by all necessary action on the part of the Purchaser. This Agreement
has been duly executed and delivered by the Purchaser and assuming the due authorization, execution and delivery hereof by the
parties (other than the Purchaser) hereto, constitutes the legal, valid and binding obligations of the Purchaser, enforceable
against the Purchaser in accordance with its terms, except as may be limited by any bankruptcy, insolvency, reorganization, moratorium,
fraudulent conveyance or other similar Laws affecting the enforcement of creditors’ rights generally or by general principles
of equity.

5.3
No Conflicts; Regulatory Filings. The execution and delivery of this Agreement by Purchaser does not, and the consummation
of the transactions contemplated hereby will not, conflict with, or result in any violation of, or default under (with or without
notice or lapse of time, or both), or give rise to a right of payment, termination, cancellation or acceleration of any material
obligation or loss of any material benefit, or result in the imposition of any Encumbrance on any assets or property of Purchaser,
under (a) any of the organizational documents of Purchaser or (b) any Laws applicable to Purchaser’s properties or assets.
No notice, consent, approval, clearance, order or authorization of, or registration, declaration or filing with, any Governmental
Entity or any other party to any Contract to which Purchaser is a party, is required by or with respect to Purchaser in connection
with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby.

5.4
Brokers’ and Finders’ Fee. Purchaser has not incurred or become liable for any broker’s commissions or
finder’s fee relating to or in connection with the transactions contemplated by this Agreement, or otherwise dealt with
any brokers or finders in connection herewith or any of the transactions contemplated by this Agreement.

5.5
Financing. Purchaser has, and will have on the Closing Date and at all times during the period beginning on the date hereof
and ending on the Closing Date, sufficient cash in hand or other sources of immediately available funds that are available to
consummate the transactions contemplated hereby, including to pay the Purchase Price and the fees and expenses of Purchaser related
to the transactions contemplated hereby. There is no circumstance or condition that, individually or in the aggregate with all
other circumstances or conditions, could reasonably be expected to prevent or substantially delay the availability of such funds
at the Closing.

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5.6
Acquisition of Equity For Investment. Purchaser has such knowledge and experience in financial and business matters that
it is capable of evaluating the merits and risks of its purchase of the Shares. Purchaser confirms that it can bear the economic
risk of its investment in the Shares and can afford to lose its entire investment in the Shares. Purchaser is acquiring the Shares
for investment and not with a view toward or for sale in connection with any distribution thereof, or with any present intention
of distributing or selling such Shares. Purchaser agrees that the Shares may not be sold, transferred, offered for sale, pledged,
hypothecated or otherwise disposed of without compliance with applicable United States prospectus and registration requirements,
except pursuant to an exemption therefrom under applicable United States securities Laws.

5.7
Solvency. Purchaser is not entering into the transactions contemplated by this Agreement with the actual intent to hinder,
delay or defraud either present or future creditors of the Company. Purchaser is solvent as of the date of this Agreement and,
assuming the satisfaction of the condition to the Sellers’ and the Company’s obligation to consummate the transactions
contemplated hereby, Purchaser and its Affiliates (including the Company after Closing) will, after giving effect to all of the
transactions contemplated by this Agreement, including the payment of the Purchase Price and Transaction Expenses, all other amounts
required to be paid, borrowed or refinanced in connection with the consummation of the transactions contemplated by this Agreement
and all related fees and expenses, be solvent at and after the Closing Date.

5.8
No Reliance. In connection with its decision to enter into this Agreement, Purchaser, for itself and on behalf of its Affiliates
and related parties, acknowledges, represents, warrants, and agrees that: (a) Purchaser is a sophisticated party with such knowledge
and experience in business matters that it appreciates the merits and risks of consummating the transactions contemplated hereby;
and (b) Purchaser is not relying upon any representations and warranties and information other than that set forth in this Agreement
and the documents and instruments contemplated herein.

6.
Understandings and Covenants.

6.1
Mutual Cooperation. Subject to Section 6.6, the parties hereto will: (a) cooperate with each other to obtain as
promptly as possible all consents, authorizations, orders or approvals of any Person, whether private or governmental, required
in connection with the transactions contemplated by this Agreement; (b) coordinate and cooperate with one another in exchanging
such information and reasonable assistance as the other may request in connection with all of the foregoing; and (c) use commercially
reasonable efforts to cause the conditions to Closing as set forth in Sections 7.1 and 7.2 to be satisfied as soon
as reasonably possible.

6.2
Conduct of the Business Pending Closing. During the period from the date hereof and continuing until the earlier of the
termination of this Agreement or the Closing, except to the extent expressly contemplated by this Agreement or as consented to
in writing by Purchaser, the Company shall not take any action or omission which, if occurring immediately prior to the date of
this Agreement, would have rendered Section 4.7 untrue.

6.3
Access to Information. From the date of this Agreement until the Closing Date (or any earlier termination of this Agreement),
the Company shall: (a) give to Purchaser and Purchaser’s accountants, attorneys, advisors and other representatives (“Purchaser’s
Representatives”), reasonable access during normal business hours to the properties, books, bank account records,
contracts and documents of or related to the Company and its business and properties, and permit Purchaser and any Purchaser’s
Representatives to make such reasonable inspections thereof as Purchaser or Purchaser’s Representatives may reasonably request
(including conducting physical inventories); and (b) cause its officers and advisors to deliver to Purchaser or the Purchaser’s
Representatives, as requested, such financial, operating and other information regarding the Company’s business, Contracts,
liabilities, personnel and properties as Purchaser or the Purchaser’s Representatives may reasonably request and which are
in the possession or under the control of such officers and advisors; provided, however, that such access shall
not unreasonably disrupt or interfere with the operations of the Company.

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6.4
Notification of Certain Events. Each of the parties hereto shall promptly notify the others in writing of: (a) receipt
of any notice from any Person alleging that the consent of such Person is or may be required in connection with the transactions
contemplated by this Agreement; (b) any material claims, actions, Proceedings or governmental investigations commenced or, to
its knowledge, threatened, involving or affecting the Company or its property or assets; (c) any representation or warranty made
by such party contained in this Agreement becoming untrue or inaccurate in any material respect; and (d) any failure of the Company,
the Sellers’ Representative or the Purchaser, as the case may be, to comply with or satisfy, in any material respect, any
covenant, condition or agreement to be complied with or satisfied by it hereunder.

6.5
Tax Matters.

(a)
For purposes of this Agreement,

(i)
“Pre-Closing Tax Period” means any taxable period ending on or before the Closing Date and the portion
through the end of the Closing Date for any Straddle Period.

(ii)
“Straddle Period” means any taxable period that includes (but does not end on) the Closing Date.

(iv)
“Tax Return” means any return, declaration, report, election, claim for refund, information return or
other document filed or required to be filed or supplied to a Tax authority in connection with the determination, assessment,
collection or payment of Taxes, including any schedules or attachments thereto or any amendments thereof, and also including any
statements furnished, or required to be furnished, to a Person for whom such a Tax Return is filed, or required to be filed.

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(b)
Tax Returns. The Company to prepare and timely file all Tax Returns required of the Company with respect to the Pre-Closing
Tax Period no later than sixty (60) calendar days following the Closing. Each Tax Return for a Straddle Period shall be prepared
in accordance with existing procedures and practices and accounting methods of the Company as in effect on the date hereof, unless
otherwise required by applicable Law. Purchaser will furnish such Tax Returns to the Sellers’ Representative for its review
and approval (which approval will not be unreasonably withheld, conditioned or delayed) at least 30 days prior to the due date
for filing such Tax Returns. All Tax Returns described in this Section 6.5(b) shall be prepared at the sole cost and expense
of the Purchaser or the Company.

(c)
Straddled Periods. In the case of any Straddle Period, the amount of Taxes allocable to the portion of the Straddle Period
ending on the Closing Date shall be deemed to be: (i) in the case of Taxes imposed on a periodic basis, including real, personal
and intangible property Taxes, the amount of such Taxes shall be equal to the amount of such Taxes for the entire Straddle Period
multiplied by a fraction, the numerator of which is the number of days during the Straddle Period that are in the Pre-Closing
Tax Period and the denominator of which is the number of days in the Straddle Period; and (ii) in the case of Taxes not described
in (i) above, the amount of such Taxes shall be computed as if such taxable period ended as of the close of business on the Closing
Date.

(d)
Transfer Taxes. All transfer, documentary, sales, use, stamp and registration Taxes, and all conveyance fees, recording
charges and other fees and charges (including any penalties and interest) incurred in connection with the consummation of the
transactions contemplated by this Agreement (the “Transfer Taxes”), shall be paid by the Purchaser when
due, and the Person required by applicable Law will file all necessary Tax Returns and other documentation with respect to all
Transfer Taxes and the other party will, and will cause its Affiliates to, join in the execution of any such Tax Returns and other
documentation.

6.6
Efforts to Consummate. Subject to the terms and conditions herein provided, each of the Sellers and the Purchaser shall
use reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary,
proper or advisable under applicable Laws to consummate and make effective as promptly as practicable the transactions contemplated
hereby (including the satisfaction, but not waiver, of the closing conditions set forth in Section 7 and obtaining consents
of all Governmental Entities necessary to consummate the transactions contemplated hereby).

6.7
Public Announcements. Purchaser, on the one hand, and the Company and the Sellers’ Representative, on the other hand,
shall consult with one another and seek one another’s approval (not to be unreasonably withheld, conditioned or delayed)
before issuing any press release, or otherwise making any public statements, with respect to the transactions contemplated by
this Agreement and shall not issue any such press release or make any such public statement prior to such consultation and approval;
provided that each party may make any such announcement which it in good faith believes, based on advice of counsel, is
necessary or advisable in connection with any requirement of Law or any stock exchange or similar requirements, it being understood
and agreed that each party shall use commercially reasonable efforts to provide the other parties with copies of any such announcement
in advance of such issuance.

6.8
Exclusive Dealing. During the period from the date of this Agreement until the earlier of the Closing Date or the termination
of this Agreement in accordance with its terms, the Company shall not take, nor shall it permit any of its officers, directors,
representatives, consultants, financial advisors, attorneys, accountants or other agents to: (a) solicit, initiate discussions
or engage in negotiations with any Person (whether such negotiations are initiated by the Company, a third party or otherwise),
other than Purchaser or its Affiliates, relating to the possible acquisition of any material portion of the equity or assets of
the Company (whether by way of merger, purchase of equity, purchase of assets, loan or otherwise) or a refinancing or recapitalization
of the Company (an “Acquisition Transaction”); (b) provide non-public information or documentation with
respect to the Company to any Person, other than Purchaser or its Affiliates or its or their representatives, relating to an Acquisition
Transaction; or (c) negotiate or enter into any definitive agreement with any Person, other than Purchaser or its Affiliates effecting
an Acquisition Transaction. The Company shall promptly (and in any event within three Business Days after receipt thereof by the
Company or Company’s representatives) advise Purchaser in writing of any inquiry, offer or proposal with respect to any
possible Acquisition Transaction by any third party, including the material terms and conditions of such inquiry, offer or proposal,
and the identity of the Person making the same.

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6.9
Further Assurances. From time to time, at Purchaser’s request, whether on or after the Closing Date and without further
consideration, Sellers’ Representative shall cause each Seller to execute and deliver or cause to be executed and delivered
such further instruments of conveyance and transfer and take such other action as Purchaser reasonably may require more effectively
to convey and transfer to Purchaser title to the Shares (free and clear of any and all Encumbrances) and to effectuate the transactions
contemplated hereby. From time to time after the Closing, at a Seller’s request, whether on or after the Closing Date and
without further consideration, Purchaser shall take such action (including executing and delivering documents) as the Sellers
reasonably may require more effectively to effectuate the transactions contemplated hereby.

7.
Conditions of the Closing.

7.1
Conditions to the Sellers’ Representative’s Obligations. The Sellers’ Representative’s obligation
to sell and deliver the Shares to Purchaser and to consummate the Closing shall be subject to the satisfaction of each of the
following conditions, except to the extent the Sellers shall have waived in writing such satisfaction:

(a)
Adverse Proceedings. No provision of any applicable Law and no order, judgment, injunction or decree of any Governmental
Entity shall be in effect which restrains or prohibits the transactions contemplated hereby.

(b)
Performance of Conditions and Accuracy of Representations. (i) Purchaser shall have duly performed or complied with its
covenants and obligations in Section 6 or otherwise under this Agreement to be performed prior to the Closing in all material
respects; (ii) all of Purchaser’s representations and warranties set forth in Section 5 hereof (other than Purchaser’s
Fundamental Representations) shall be true and correct in all respects as of the date hereof and on the Closing Date, as if made
at and as of the Closing Date (except for such representations and warranties that speak only as of a specified date, which shall
be true and correct as of such date), without regard to any materiality, material adverse effect or other similar qualification
contained therein, except where the failure of such representations and warranties (other than Fundamental Representations) to
be true and correct would not reasonably be expected to have, individually or in the aggregate, a material adverse effect; and
(iii) all of Purchaser’s Fundamental Representations that are qualified as to materiality shall be true and correct as of
the date hereof and on the Closing Date, as if made at and as of the Closing Date, and all of Purchaser’s Fundamental Representations
that are not so qualified shall be true and correct as of the date hereof and in all material respects on the Closing Date, as
if made at and as of the Closing Date (in each case except for Fundamental Representations that speak only as of a specified date,
which shall be true and correct, or true and correct in all material respects, as applicable, as of such date).

15

(c)
Purchaser Closing Deliverables. Purchaser shall have delivered:

(i)
to the Escrow Agent, in immediately available funds, the Closing Cash Consideration, delivered in the manner provided in Section
2.3 hereof and the Escrow Agreement;

(ii)
to the Escrow Agent, in immediately available funds, the Indemnification Escrow Amount, delivered in the manner provided in Section
2.3 hereof and the Escrow Agreement;

(iii)
to the Sellers’ Representative, an officer’s certificate of Purchaser certifying the matters set forth in Section
7.1(b); and

(iv)
to the Sellers’ Representative, a copy of the Escrow Agreement duly executed by Purchaser.

7.2
Conditions to Purchaser’s Obligations. Purchaser’s obligations to purchase the Shares and to pay to each Seller
the Purchase Price in the manner provided in Section 2.2 hereof shall be subject to the satisfaction of each of the following
conditions, except to the extent Purchaser shall have waived in writing such satisfaction:

(a)
Performance of Conditions and Accuracy of Representations. (i) The Company and the Sellers’ Representative shall
have duly performed or complied with all of their respective covenants and obligations in Section 6 or otherwise under
this Agreement to be performed prior to or at the Closing in all material respects; (ii) all of the representations and warranties
of the Company set forth in Section 4 (other than the Company’s Fundamental Representations) shall be true and correct
in all respects as of the date hereof and on the Closing Date, as if made at and as of the Closing Date (except for such representations
and warranties that speak only as of a specified date, which shall be true and correct as of such date), without regard to any
materiality, material adverse effect or other similar qualification contained therein, except where the failure of such representations
and warranties (other than Fundamental Representations) to be true and correct would not reasonably be expected to have, individually
or in the aggregate, a material adverse effect; and (iii) all of the Company’s Fundamental Representations that are qualified
as to materiality shall be true and correct as of the date hereof and on the Closing Date, as if made at and as of the Closing
Date, and all of the Company’s Fundamental Representations that are not so qualified shall be true and correct as of the
date hereof and in all material respects on the Closing Date, as if made at and as of the Closing Date (in each case except for
Fundamental Representations that speak only as of a specified date, which shall be true and correct, or true and correct in all
material respects, as applicable, as of such date).

(b)
Adverse Proceedings. No provision of any applicable Law and no order, judgment, injunction or decree of any Governmental
Entity shall be in effect which restrains or prohibits the transactions contemplated hereby.

(ii)
share assignments transferring and conveying to the Purchaser title to the Shares, as owner, free and clear of all Encumbrances;

(iii)
resolutions of the Board of Directors, certified as being correct and complete and then in full force and effect, (A) authorizing
the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby; (B) appointing Michael
Poutre II as the sole director of the Company as of the Closing Date; and (C) appointing Michael Poutre II as Chief Executive
Officer, James Gilbert as President, Ron Levy as Chief Operating Officer and Rafe Furst as Chief Investment Officer of the Company
as of the Closing Date;

(iv)
an officer’s certificate of the Company certifying the matters set forth in Section 7.2(a);

(v)
a copy of the Escrow Agreement duly executed by the Sellers’ Representative;

(vi)
a written resignation (containing customary releases) from and executed by each individual listed on Schedule 4.15(a),
in the form attached hereto as Exhibit B; and

(vii)
a copy of the Sublease Termination Agreement for the termination of the State Street Sublease, in the form attached hereto as
Exhibit C, duly executed by the Company and the sublessor thereunder.

(d)
The Company’s common stock shall be eligible for electronic deposit, trading and recordkeeping through the Depository Trust
Company.

8.
Survival and Indemnification.

8.1
Survival.

(a)
All representations and warranties contained in this Agreement or in any certificate, schedule or exhibit delivered pursuant hereto
shall survive the Closing for a period of two (2) months from the Closing Date and shall thereafter be terminated and shall have
no further force or effect, except that: (i) claims related to fraud shall survive indefinitely; and (ii) the representations
and warranties of the Company in Section 4, shall survive for the period of the longest applicable statute of limitations
and shall thereafter be terminated and shall have no further force or effect. For purposes of this Agreement, “Fundamental
Representations” shall mean, collectively, the representations and warranties of: (y) the Company in Sections
4.1 (Organization and Qualification), 4.2 (Authority and Binding Obligation), 4.3 (Capitalization) and 4.16
(Brokers’ and Finders’ Fees); and (z) the Purchaser in Sections 5.1 (Organization and Qualification), 5.2
(Authority and Binding Obligation), and 5.4 (Brokers’ and Finders’ Fee).

(b)
The right of any party to recover any relief (including any Damages (as defined in Section 8.2 below)) against the other
parties hereto resulting from, arising out of or incurred with respect to any inaccuracy in, breach or violation of or default
under any particular representation or warranty contained in this Agreement shall terminate upon, and be forever barred from and
following, the termination under Section 8.1(a) of such representation or warranty; provided, however, if a party
provides to the Indemnifying Party written notice, prior to the day of termination of such representation or warranty, of a claim
pertaining to an inaccuracy in, breach or violation of or default under a representation or warranty provided under this Agreement,
then such claim of such party shall survive termination indefinitely until such claim is finally resolved.

17

(c)
The covenants and agreements of the Company under this Agreement to be performed or complied with at or prior to the Closing shall
survive the Closing for a period of two (2) months from the Closing Date and shall thereafter be terminated and shall have no
further force or effect, and all other covenants and agreements under this Agreement shall survive until fully performed, unless
limited by their terms or purpose.

(d)
The indemnification obligations of the Sellers set forth in Section 8.2(b) shall survive the Closing for a period of two
(2) months from the Closing Date and shall thereafter be terminated and shall have no further force or effect, except that the
indemnification obligations set forth in Section 8.2(b) shall survive for the period of the longest applicable statute
of limitations and shall thereafter be terminated and shall have no further for or effect.

8.2
Indemnification of the Parties.

(a)
Subject to the limitations set forth in this Section 8, each party (the “Indemnifying Party”)
shall indemnify and shall hold harmless each other party (the “Indemnified Parties”) and its respective
officers, directors, agents, attorneys and employees, and each Person, if any, who controls or may control such Indemnified Party
from and against any liability, loss, cost, expense, claim, lien or other damage, including reasonable attorneys’ fees and
expenses and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers (all
of the foregoing items for purposes of this Agreement are referred to as “Damages”), resulting from,
arising out of or incurred with respect to:

(i)
any misrepresentation or breach or default of any representation or warranty given or made by (A) the Company in Sections 4.1
(Organization and Qualification), 4.2 (Authority and Binding Obligation), 4.3 (Capitalization), 4.6 (Financial
Information; No Liabilities), 4.13 (Litigation), 4.16 (Brokers’ and Finders’ Fees), 4.20 (View
to Operate) or 4.21 (No Material Untrue Statements); or (B) the Purchaser in Sections 5.1 (Organization and Qualification),
5.2 (Authority and Binding Obligation), or 5.4 (Brokers’ and Finders’ Fee); and

(ii)
any failure of the Indemnifying Party to perform or observe any covenant or agreement contained herein on their part to be performed
or observed.

(b)
The Sellers’ Representative shall also indemnify and hold the Purchaser Indemnified Parties harmless from and against any
Damages resulting from, arising out of or incurred with respect to:

(i)
any Transaction Expenses which are not paid on or prior to the Closing Date; and

18

(ii)
any indebtedness or liabilities that are not included in the final determination of the indebtedness or liabilities or Transaction
Expenses pursuant to Section 2.5.

For
purposes of this Section 8.2(b), “Damages” shall in no event be deemed to include any punitive or exemplary
damages, except to the extent any such damages are actually paid to a third party.

8.3
Maximum Indemnification; Mitigation.

(a)
The maximum liability of the Sellers’ Representative to Purchaser Indemnified Parties under this Agreement shall not exceed
the Indemnification Escrow Amount. The maximum liability of Purchaser to Seller Indemnified Parties under this Agreement shall
not exceed an amount equal to the Indemnification Escrow Amount.

(b)
Each party shall use commercially reasonable efforts to mitigate all Damages incurred or reasonably expected to be incurred by
it or any Indemnified Party it controls upon becoming aware of any fact, event or circumstance which has resulted in, or would
reasonably be expected to give rise to, any such Damages; provided, however, that in no event shall the foregoing
require the Indemnified Party to incur any out-of-pocket costs or expenses or expend unreasonable time or incur unreasonable overhead
costs or expenses. The parties shall reasonably cooperate with each other with respect to resolving any claim or liability underlying
any Damage with respect to which one party is obligated to indemnify any Indemnified Party hereunder, including by making commercially
reasonable efforts to mitigate or resolve any such claim or Liability.

8.4
Purchase Price Adjustment. The parties agree that any indemnification payment made pursuant to this Agreement shall be
treated as an adjustment to the Purchase Price for Tax purposes, unless otherwise required by applicable Law.

8.5
No Rights to Indemnification or Contribution. From and after the Closing, without limiting any provision of this Agreement,
the Sellers’ Representative shall have no rights hereunder or otherwise to indemnification or contribution from the Company
with respect to any matter, including any misrepresentation or breach of any representation or warranty of the Company made in
this Agreement or any document or certificate delivered in connection herewith, or any breach or nonfulfillment of any covenant
or obligation of the Company contained in this Agreement or any document or certificate delivered in connection herewith, and
the undersigned Sellers hereby irrevocably release the Company from any Damages for any such claim. Further, the Sellers shall
not be entitled to make any claim for indemnification against the Company by reason of the fact that the Sellers Representative
or any of the Sellers’ respective Affiliates or representatives was a director, officer, employee, independent contractor
or agent of the Company (whether such claim is for Damages or otherwise and whether such claim is pursuant to any Laws, organizational
documents (including the Articles of Incorporation or By-Laws or similar documents of the Company), any Contract or otherwise,
with respect to any claim for indemnification by any Purchaser Indemnified Parties against any Seller or any of its Affiliates
or representatives (whether such claim is pursuant to this Agreement or otherwise).

9.
Termination; Remedies.

9.1
Termination. This Agreement may be terminated at any time prior to the Closing (with respect to Section 9.1(b) and
Section 9.1(c), by written notice by the terminating party to the other party):

19

(a)
by the mutual written consent of Purchaser and the Sellers;

(b)
by either Purchaser or the Sellers, if the Closing shall not have been consummated by the end of business on May 31, 2017 (the
“Termination Date”); provided, however, that the right to terminate this Agreement under this
Section 9.1(b) shall not be available to any party whose failure to fulfill any obligation under this Agreement has been
the primary cause of or resulted in the failure of the Closing to occur on or before such date; or

(c)
by Purchaser or the Sellers, if there has been a breach of any representation, warranty, covenant or agreement set forth in this
Agreement on the part of Purchaser, on the one hand, or the Company or the Sellers, on the other hand, which breach (i) causes
the conditions set forth in Section 7.2 (in the case of termination by Purchaser) or Section 7.1 (in the case of
termination by the Company or the Sellers’ Representative) not to be satisfied and (ii) shall not have been cured, if curable,
within ten Business Days following receipt by the breaching party of written notice of such breach from the other party.

9.2
Effect of Termination. Sections 6.7, 10, 11.1, 11.2, 11.6, 11.7, 11.8,
11.10, 11.13, and 11.14 shall remain in full force and effect and survive any termination of this Agreement.
Except as provided in the preceding sentence, in the event of termination of this Agreement as provided in Section 9.1,
this Agreement shall forthwith become void, and there shall be no Liability or obligation on the part of Purchaser, the Company,
any Seller or their respective officers, directors, or shareholders; provided, however, that if this Agreement is
terminated because of a willful breach of this Agreement by the non-terminating Party or because one or more of the conditions
to the terminating Party’s obligations under this Agreement is not satisfied as a result of a non-terminating Party’s
willful failure to comply with his, her or its obligations under this Agreement, the terminating Party’s right to pursue
all legal and equitable remedies shall survive such termination unimpaired.

10.
Sellers’ Representative.

10.1
Sellers’ Representative. Each of the Sellers hereby irrevocably constitutes and appoints John D. Thomas P.C. as such
Seller’s attorney-in-fact and agent in connection with the execution and performance of this Agreement. This power of attorney
is irrevocable and coupled with an interest, and shall not be affected in any manner, including by the death, incapacity, illness,
dissolution, revocation or other inability to act of such Seller. The power and authority of the Sellers’ Representative,
as described in this Agreement, shall continue in force until all rights and obligations of the Sellers under this Agreement shall
have terminated, expired or been fully performed.

10.2
Authority. Each of the Sellers hereby irrevocably grants to the Sellers’ Representative exclusive and full power
and authority to:

(a)
prepare, execute and deliver, on behalf of such Seller, and to accept delivery of, on behalf of such Seller, all such certificates,
instruments and other documents as may be deemed by the Sellers’ Representative, in its sole discretion, to be appropriate
to consummate the transaction contemplated hereby;

(b)
endorse and to deliver on behalf of such Seller, certificates, or assignments separate from certificate, representing, assigning
and transferring, the Shares to be sold or contributed by such Seller at the Closing;

20

(c)
make the computations and allocations to the Purchase Price, and adjustments thereto, contemplated by this Agreement;

(d)
acknowledge receipt at the Closing or thereafter of the Purchase Price and any other payment contemplated by this Agreement, to
designate the manner of payment of the Purchase Price and any such other payment, and to certify, on behalf of such Seller, as
to the accuracy of the representations and warranties of such Seller under, or pursuant to the terms of, this Agreement;

(e)
(i) dispute or refrain from disputing, on behalf of such Seller, any claim made by Purchaser under this Agreement; (ii) negotiate
and compromise, on behalf of such Seller, any dispute that may arise under, and to exercise or refrain from exercising any remedies
available under, this Agreement; and (iii) execute, on behalf of such Seller, any settlement agreement, release or other document
with respect to such dispute or remedy;

(f)
waive, on behalf of such Seller, any closing condition contained in Section 7 of this Agreement and to give or agree to,
on behalf of such Seller, any and all consents, waivers, amendments or modifications, deemed by the Sellers’ Representative,
in its sole discretion, to be necessary or appropriate under this Agreement and, in each case, to execute and deliver any documents
that may be necessary or appropriate in connection therewith;

(g)
enforce, on behalf of such Seller, any claim against Purchaser arising under this Agreement;

(h)
receive, on behalf of such Seller, any notices or summons;

(i)
engage attorneys, accountants and agents at the expense of the Sellers;

(j)
amend this Agreement or any of the instruments to be delivered to Purchaser by such Seller pursuant to this Agreement; and

(k)
make all such determinations and decisions, and give such instructions and to take such action or refrain from taking such action,
on behalf of such Seller, as the Sellers’ Representative deems, in its sole discretion, necessary or appropriate to carry
out the provisions of this Agreement.

10.3
Payments to Sellers. Except as otherwise expressly provided in this Agreement, subject to the Sellers’ Representative’s
right to retain amounts to pay expenses incurred in connection with fulfillment of its duties hereunder, all amounts received
by the Sellers’ Representative pursuant to this Agreement, and any other amounts to be released or paid to the Sellers hereunder,
shall be promptly distributed to the Sellers in accordance with and as required by their Pro-rata Interest and the respective
priorities, preferences and rights set forth on Schedule 1 hereto.

10.4
Limitations on Authority. In discharging its responsibilities hereunder, except as otherwise contemplated in this Agreement,
the Sellers’ Representative shall treat all Sellers equally.

10.5
Actions by Sellers. Each Seller agrees that, notwithstanding the foregoing, at the request of Purchaser or the Sellers’
Representative, such Seller shall take all actions necessary or appropriate to consummate the transaction contemplated hereby
(including delivery of such Seller’s Shares and acceptance of the purchase price therefor) individually on such Seller’s
own behalf, and delivery of any other documents required of the Sellers pursuant to the terms hereof.

21

10.6
Indemnification of Sellers’ Representative. Each Seller shall indemnify the Sellers’ Representative against
any Damages (except such Damages as result from the Sellers’ Representative’s gross negligence or willful misconduct)
that the Sellers’ Representative may suffer or incur in connection with any action or omission of the Sellers’ Representative.
Each Seller shall bear its pro rata share of such Damages in accordance with such Seller’s Pro-rata Interest. The Sellers’
Representative shall not be liable to any Seller with respect to any action or omission taken or omitted to be taken by the Sellers’
Representative pursuant to this Section 10, except for its gross negligence or willful misconduct.

10.7
Purchaser’s Reliance. Purchaser will be entitled to rely upon, without investigation, any act, notice, instruction
or communication from the Sellers’ Representative on behalf of the Sellers and will not be liable in any manner whatsoever
for any action taken or not taken in reliance upon the actions taken or not taken or communications or writings given or executed
by the Sellers’ Representative. A notice to Sellers’ Representative shall be deemed to be notice to all Sellers hereunder,
and a decision, act, consent or instruction of the Sellers’ Representative, including an amendment, extension or waiver
of this Agreement, shall constitute a decision of all Sellers and shall be final, binding and conclusive upon the Sellers. Any
payment by Purchaser to Sellers’ Representative under this Agreement will be considered a payment by Purchaser to all of
the Sellers.

10.8
Successor Appointment. In the event that John D. Thomas P.C. refuses to serve, or is no longer capable of serving, as Sellers’
Representative, Sellers shall appoint another person to serve as Sellers’ Representative; provided that such appointment
is consented to by Purchaser, which consent shall not be unreasonably withheld.

11.
Miscellaneous.

11.1
Jurisdiction; Venue; Services of Process. Each of the parties hereto hereby irrevocably and unconditionally consents to
submit to the exclusive jurisdiction of the courts of the State of Nevada and of the United States of America, in each case located
in Clark County, for any Proceeding arising out of or relating to this Agreement and the transactions contemplated hereby (and
agrees not to commence any Proceeding relating thereto except in such courts), and further agrees that service of any process,
summons, notice or document by U.S. registered mail to its respective address set forth in this Agreement shall be effective service
of process for any Proceeding brought against it in any such court. Each of the parties hereto hereby irrevocably and unconditionally
waives any objection to the laying of venue of any Proceeding arising out of this Agreement or the transactions contemplated hereby
in the courts of the State of Nevada or the United States of America, in each case located in Clark County, and hereby further
irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such Proceeding brought in
any such court has been brought in an inconvenient forum. Each of the parties agrees that a final judgment in any such Proceeding
shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law.

11.2
Waiver of Jury Trial. EACH OF THE PARTIES HERETO WAIVES AND COVENANTS TO WAIVE IN ANY TRIAL, ANY RIGHT IT MAY HAVE TO TRIAL
BY JURY IN RESPECT OF ANY LITIGATION BASED ON, ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY COURSE OF CONDUCT,
COURSE OF DEALING, VERBAL OR WRITTEN STATEMENT OR ACTION OF ANY PARTY HERETO.

22

11.3
Waivers. Any waiver of any of the terms or conditions of this Agreement must be in writing and must be duly executed by
or on behalf of the party to be charged with such waiver or, with respect to any waiver on behalf of the Sellers, such written
waiver must be signed solely by the Sellers’ Representative and shall be binding on all Sellers. The failure of a party
to exercise any of its rights hereunder or to insist upon strict adherence to any term or condition hereof on any one occasion
shall not be construed as a waiver or deprive that party of the right thereafter to insist upon strict adherence to the terms
and conditions of this Agreement at a later date. Further, no waiver of any of the terms and conditions of this Agreement shall
be deemed to or shall constitute a waiver of any other term of condition hereof (whether or not similar).

11.4
Notices. All notices and other communications under this Agreement shall be in writing and shall be deemed to have been
duly given only if done in the following ways: (i) on the day of delivery if delivered personally, (ii) two Business Days after
the date of mailing if mailed by registered or certified first class mail, postage prepaid, (iii) the next Business Day following
deposit with an overnight air courier service which guarantees next day delivery, or (iv) when sent, if sent by facsimile or email
(receipt acknowledged), to the other party at the following address (or to such Person or Persons or such other address or addresses
as a party may specify by notice pursuant to this provision):

(a)

If
to Purchaser, to:

The
Crypto Company

23805
Stuart Ranch Road, Suite 235

Malibu,
CA 90265

Attention:
Michael Poutre II

Facsimile
No.: (310) 229-1285

Email:
mike@thecryptocompany.com

With
a copy to (which shall not constitute notice to Purchaser):

Drinker
Biddle & Reath LLP

1800
Century Park East, Suite 1500

Los
Angeles, CA 90067

Attention:
Alan A. Lanis, Jr., Esq.

Facsimile:
(310) 229-1285

Email:
jr.lanis@dbr.com

(b)

If
to the Company (before the Closing) or Sellers, to:

Croe,
Inc.

11650
South State Street, Suite 240

Draper,
UT 84020

Attention:
Deborah Thomas, Chief Executive Officer

Facsimile:
(801) 816-2599

Email:
Ally4595@gmail.com

(c)

If
to the Sellers’ Representative, to:

John
D. Thomas P.C.

11650
South State Street, Suite 240

Draper,
UT 84020

Attention:
John D. Thomas, President

Facsimile:
(801) 816-2599

Email:
jthomas@acadiagrp.com

23

With
a copy to:

J.M.
Walker & Associates, Attorneys at Law

7841
S. Garfield Way

Centennial,
CO 80122

Attention:
Jody M. Walker, Esq.

Facsimile:
(303) 482-2731

Email:
jmwlkr85@gmail.com

11.5
Amendments. At any time prior to the Closing Date, this Agreement may be amended, supplemented or modified by a writing
signed by the Purchaser and the Sellers’ Representative (on behalf of all Sellers pursuant to Section 10).

11.6
Expenses. Purchaser shall bear the expenses of Purchaser in connection with this Agreement and the transactions to effectuate
this Agreement. The Company shall bear the expenses of the Company and the Sellers in connection with this Agreement and the transactions
to effectuate this Agreement, including financial advisors’, attorneys’ and accountants’ fees, if any, in connection
with the transactions to effectuate this Agreement. Notwithstanding anything in the foregoing, in the event that any expenses
of the Company or the Sellers have not been paid by the Company as of the Closing, such expenses shall be deducted from the Purchase
Price payable to the Sellers in accordance with the provisions of Section 2.3 hereof.

11.7
Entire Agreement. This Agreement and the documents and instruments and other agreements specifically referred to herein
or delivered pursuant hereto, including the exhibits and schedules hereto, together constitute the entire agreement among the
parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral,
among the parties with respect to the subject matter hereof.

11.8
Governing Law. This Agreement shall be governed by and interpreted in accordance with the Laws of the State of Nevada,
without reference to its conflicts of law provisions.

11.9
Section and Paragraph Headings. The section and paragraph headings contained in this Agreement are for reference purposes
only and shall not affect in any way the meaning or interpretation of this Agreement.

11.10
Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same instrument.

11.11
Parties in Interest. Except for the rights conferred upon Indemnified Parties, nothing contained in this Agreement, is
intended to confer upon any Person, other than the parties hereto and their permitted assignees, any rights or remedies under
or by reason of this Agreement. Purchaser may assign this Agreement and any of its rights hereunder (but not its obligations)
in whole or in part to any Affiliate of Purchaser, and to any other Person that is a successor to Purchaser or all or any portion
of its business whether by merger, combination, recapitalization, stock sale, asset sale or otherwise; provided, however,
that no such assignment shall relieve Purchaser of its obligations hereunder. The Company, the Sellers and the Sellers’
Representative shall not assign this Agreement or any rights hereunder, or delegate any obligations hereunder, to any other Person
without prior written consent of Purchaser. Subject to the preceding sentences, this Agreement shall inure to the benefit of,
and be binding upon, the parties hereto and their respective successors and assigns.

24

11.12
Definition of Knowledge, Business Day and Material Adverse Effect. For purposes of this Agreement, (a) the term “Knowledge”
(including any derivation thereof) as applied to the Company or the Sellers shall mean information which any officer or director
of the Company actually knew; provided that such individuals shall be deemed to have knowledge of a particular fact or other matter
if such knowledge would have been obtained from reasonable inquiry of the individuals charged with administrative or operations
responsibility for the subject matter of the representation in question; (b) the term “Business Day”
shall mean a day (i) other than a Saturday or Sunday and (ii) on which commercial banks are open for business in Las Vegas, Nevada,
and (c) the term “Material Adverse Effect”) shall mean any event, circumstance, change, occurrence or
effect (collectively, “Events”) or series of Events that, individually or in the aggregate, has a material
and adverse effect upon the assets, liabilities, financial condition or operating results of the Company; provided that
none of the following (either alone or in combination with any other Event) shall be deemed to constitute, and none of the following
shall be taken into account in determining whether there has been, a Material Adverse Effect: any adverse Event arising from or
relating to (i) general business, industry or economic conditions, including such conditions related to the business or the industry
in which it operates, (ii) any failure by the Company to meet, with respect to any period or periods, any projections or forecasts,
estimates of earnings or revenues or business plan, (iii) national or international political, regulatory or social conditions,
including the engagement by the United States or any other country or group in hostilities, whether or not pursuant to the declaration
of a national emergency or war, or the occurrence of any military or terrorist attack upon the United States or any other country,
or any of their respective territories, possessions, or diplomatic or consular offices or upon any military installation, equipment
or personnel of the United States or any other country or group, (iv) changes in GAAP, (v) changes in Laws, (vi) the taking of
any action or omission to act required by this Agreement and the other agreements contemplated hereby (including the taking of
any action or omission to act with the prior written consent of Purchaser), or (vii) any “act of God,” including natural
disasters and earthquakes; provided further, that any Event referred to in clauses (i), (iii), (iv), (v), or (vii) immediately
above shall be taken into account in determining whether there has been a Material Adverse Effect to the extent that such Event
has a materially disproportionate effect on the Company compared to other participants in the industries in which the Company
participates.

11.13
Rules of Construction. The parties hereto agree that they have been represented by counsel during the negotiation, preparation
and execution of this Agreement and, therefore, waive the application of any Law, holding or rule of construction providing that
ambiguities in an agreement or other document will be construed against the party drafting such agreement or document. Within
this Agreement and all other documents required to consummate the transactions contemplated herein, the singular shall include
the plural and the plural shall include the singular, the use of the term “including” shall be read to follow with
the words “without limitation,” and any gender shall include all other genders, all as the meaning and the context
of this Agreement shall require. Whenever this Agreement refers to a number of days, such number shall refer to calendar days
unless Business Days are specified. If any action is to be taken or given on or by a particular calendar day, and such calendar
say is not a Business Day, then such action may be deferred until the next Business Day. Any reference to any federal, state,
local, or foreign statute or Law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the
context requires otherwise.

25

11.14
Severability. In the event that any of the provisions of this Agreement shall be held by a court or other tribunal of competent
jurisdiction to be illegal, invalid or unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary
so that this Agreement shall otherwise remain in full force and effect.

11.15
Specific Performance. The parties hereto agree that irreparable damage would occur in the event that any of the provisions
of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed
that the parties hereto shall be entitled to seek an injunction or injunctions to prevent breaches of this Agreement and to enforce
specifically the terms and provisions of this Agreement, without any requirement to post security as a prerequisite to obtaining
an injunction, this being in addition to any other remedy to which they are entitled at law or in equity. Each of the Company,
the Sellers and the Sellers’ Representative, on the one hand, and the Purchaser, on the other hand, hereby waives any defense
that a remedy at law would be adequate and agrees not to raise any objections to the availability of the equitable remedy of specific
performance to prevent or restrain breaches or threatened breaches of this Agreement by the Company, any Seller, the Sellers’
Representative, or the Purchaser, as applicable, and to specifically enforce the terms and provisions of this Agreement to prevent
breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of the Company, the Sellers,
the Sellers’ Representative, and the Purchaser, as applicable, under this Agreement. Except as otherwise provided herein,
any and all remedies herein conferred upon a party hereto will be deemed cumulative with and not exclusive of any other remedy
conferred hereby, or by applicable Law or equity upon such party, and the exercise by a party hereto of any one remedy will not
preclude the exercise of any other remedy.

[REMAINDER
OF PAGE INTENTIONALLY BLANK]

26

IN
WITNESS WHEREOF, the parties hereto have each caused this Agreement to be executed by their duly authorized representatives as
of the day and year first above written.

PURCHASER

The
Crypto Company

By:

/s/
Michael Poutre II

Michael
Poutre II, Chief Executive Officer

sellers’
representative

John
D. Thomas, P.C.

By:

/s/
John D. Thomas

John
D. Thomas, President

COMPANY

Croe,
Inc.

By:

/s/
Deborah Thomas

Deborah
Thomas, Chief Executive Officer

Table
of Contents

Page

1.

Purchase
and Sale of Shares

1

2.

Purchase
Price

1

2.1

Aggregate
Consideration

1

2.2

Escrow
Account

1

2.3

Payment
of the Purchase Price

2

2.4

Indemnification
Escrow Amount

2

2.5

For
purposes of this Agreement,

2

3.

Closing

3

4.

Representations
and Warranties Relating to the Company

3

4.1

Organization
and Qualification

3

4.2

Authority
and Binding Obligation

3

4.3

Capitalization

3

4.4

Subsidiaries

4

4.5

No
Conflicts; Regulatory Filings

4

4.6

Financial
Information; No Liabilities

4

4.7

Absence
of Changes

5

4.8

Contracts
and Commitments

6

4.9

Intellectual
Property

6

4.10

Real
and Personal Property

7

4.11

Transactions
with Interested Persons

7

4.12

Insurance

7

4.13

Litigation

8

4.14

Compliance
with Laws

8

4.15

Employees

9

4.16

Brokers’
and Finders’ Fees

9

4.17

Environmental
Matters

9

4.18

Books
and Records

10

4.19

Inventory

10

4.20

View
to Operate

10

4.21

No
Material Untrue Statements

10

4.22

Disclaimer
of Warranties

11

5.

Representations
and Warranties of Purchaser

11

5.1

Organization
and Qualification

11

5.2

Authority
and Binding Obligation

11

5.3

No
Conflicts; Regulatory Filings

11

5.4

Brokers’
and Finders’ Fee

11

5.5

Financing

11

5.6

Acquisition
of Equity For Investment

12

5.7

Solvency

12

5.8

No
Reliance

12

6.

Understandings
and Covenants

12

-i-

Table
of Contents

(continued)

Page

6.1

Mutual
Cooperation

12

6.2

Conduct
of the Business Pending Closing

12

6.3

Access
to Information

12

6.4

Notification
of Certain Events

13

6.5

Tax
Matters

13

6.6

Efforts
to Consummate

14

6.7

Public
Announcements

14

6.8

Exclusive
Dealing

14

6.9

Further
Assurances

15

7.

Conditions
of the Closing

15

7.1

Conditions
to the Sellers’ Representative’s Obligations

15

7.2

Conditions
to Purchaser’s Obligations

16

8.

Survival
and Indemnification

17

8.1

Survival

17

8.2

Indemnification
of the Parties

18

8.3

Maximum
Indemnification; Mitigation

19

8.4

Purchase
Price Adjustment

19

8.5

No
Rights to Indemnification or Contribution

19

9.

Termination;
Remedies

19

9.1

Termination

19

9.2

Effect
of Termination

20

10.

Sellers’
Representative

20

10.1

Sellers’
Representative

20

10.2

Authority

20

10.3

Payments
to Sellers

21

10.4

Limitations
on Authority

21

10.5

Actions
by Sellers

21

10.6

Indemnification
of Sellers’ Representative

22

10.7

Purchaser’s
Reliance

22

10.8

Successor
Appointment

22

11.

Miscellaneous

22

11.1

Jurisdiction;
Venue; Services of Process

22

11.2

Waiver
of Jury Trial

22

11.3

Waivers

22

11.4

Notices

23

11.5

Amendments

24

11.6

Expenses

24

11.7

Entire
Agreement

24

11.8

Governing
Law

24

11.9

Section
and Paragraph Headings

24

11.10

Counterparts

24

-ii-

Table
of Contents

(continued)

Page

11.11

Parties
in Interest

24

11.12

Definition
of Knowledge, Business Day and Material Adverse Effect

25

11.13

Rules
of Construction

25

11.14

Severability

26

11.15

Specific
Performance

26

EXHIBITS
AND SCHEDULES

Schedule
1

Sellers

Schedule
4.3

Capitalization

Schedule
4.10(a)

Terminated
Sublease Agreement

Schedule
4.15(a)

Employees

Exhibit
A

Escrow
Agreement

Exhibit
B

Form
of Resignation and Release

Exhibit
C

Form
of Sublease Termination Agreement

-iii-

Annex
A

DEFINITIONS

Term

Section

“Acquisition
Transaction”

Section
6.8

“Affiliate”

Section
4.13

“Agreement”

Preamble

“Board
of Directors”

Section
4.2

“Business
Day”

Section
11.12

“Closing”

Section
3

“Closing
Cash Consideration”

Section
2.1

“Closing
Date”

Section
3

“Company”

Preamble

“Contract”

Section
4.7(n)

“Damages”

Section
8.2(a)

“Encumbrance”

Section
2.5(a)

“Encumbrances”

Section
2.5(a)

“Environmental
Laws”

Section
4.17(d)(i)

“Escrow
Account”

Section
2.2

“Escrow
Agent”

Section
2.2

“Escrow
Agreement”

Section
2.2

“Events”

Section
11.12

“Financial
Statements”

Section
4.6(a)

“Fundamental
Representations”

Section
8.1(a)

“GAAP”

Section
4.7(c)

“Governmental
Entity”

Section
4.14(a)

“Governmental
Order”

Section
4.14(a)

“Hazardous
Substances”

Section
4.17(d)(ii)

“Indemnification
Escrow Amount”

Section
2.4

“Indemnified
Parties”

Section
8.2(a)

“Indemnifying
Party”

Section
8.2(a)

“Initial
Deposit”

Section
2.1

“Intellectual
Property”

Section
4.9(a)

“Knowledge”

Section
11.12

“Law”

Section
4.14(a)

“Liability”

Section
2.5(b)

“Material
Adverse Effect”

Section
11.12

“Ordinary
Course of Business”

Section
2.5(c)

“Permits”

Section
4.14(c)

“Person”

Section
2.5(d)

“Pre-Closing
Tax Period”

Section
6.5

“Proceeding”

Section
4.13

“Pro-rata
Interest”

Section
2.3

“Purchase
Price”

Section
2.1

“Purchaser”

Preamble

“Purchaser’s
Representatives”

Section
6.3

Term

Section

“Recent
Balance Sheet”

Section
4.6(a)

“SEC”

Section
4.6(a)

“State
Street Sublease”

Section
4.10(a)

“Seller”

Preamble

“Sellers”

Preamble

“Sellers’
Representative”

Preamble

“Shares”

Recitals

“Straddle
Period”

Section
6.5

“Sublease
Termination Agreement”

Section
4.10(a)

“Tax”

Section
6.5(a)

“Tax
Return”

Section
6.5(a)

“Taxes”

Section
6.5(a)

“Termination
Date”

Section
9.1(b)

“Transaction
Expenses”

Section
2.5(e)

“Transfer
Taxes”

Section
6.5(d)

EX-2.2
3
ex2-2.htm

SHARE
PURCHASE AGREEMENT

THIS
SHARE PURCHASE AGREEMENT (this “Agreement”) is made as of this 7th day of June, 2017 by and among The
Crypto Company, a Nevada corporation (“Crypto”), Uptick Capital, LLC (“Uptick”),
and together with Crypto, “Purchaser”), Croe, Inc., a Utah corporation (the “Company”),
and John D. Thomas P.C., a Utah professional corporation (the “Sellers’ Representative”), solely
in its capacity as the representative of the sellers listed on Schedule 1 hereto (each a “Seller”
and collectively the “Sellers”).

RECITALS

WHEREAS,
the Company is engaged in the business of designing athletic apparel;

WHEREAS,
the Sellers, collectively, own 915,000 shares of common stock of the Company, par value $0.001 per share (the “Shares”);

WHEREAS,
subject to the terms and conditions hereof, Purchaser desires to purchase all of the Shares, and the Sellers desire to sell, assign,
transfer and convey all of the Shares to Purchaser, in accordance with Schedule 2 hereto, for the consideration specified
in this Agreement; and

WHEREAS,
Annex A of this Agreement contains a list of references to defined terms.

AGREEMENT

NOW,
THEREFORE, in consideration of the representations, warranties, covenants and agreements contained in this Agreement, the receipt
and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:

1.
Purchase and Sale of Shares. Subject to
all the terms and conditions of this Agreement, at the Closing, the Sellers shall sell, transfer and deliver to Purchaser, and
Purchaser shall purchase and acquire from the Sellers the Shares, free and clear of any and all Encumbrances (as defined in Section
2.4 below), for the consideration specified in Section 2 below.

2.
Purchase Price.

2.1
Aggregate Consideration. Subject to and upon the terms and conditions of this Agreement, in consideration and as payment
in full for the Shares, Purchaser shall pay to the Sellers an aggregate cash amount of $68,625 (the “Purchase Price”),
decreased by the amount of Transaction Expenses (as defined in Section 2.4 below) that remain unpaid as of the Closing
as of the Closing by delivery to the Sellers of a wire transfer of immediately available funds into the Escrow Account, against
and upon surrender by the Sellers of the Shares and in exchange for receipt of the Shares from the Sellers.

2.2
Escrow Account. The Purchase Price shall be deposited by Purchaser, in accordance with Schedule 2 hereof, at or
before the Closing into an escrow account (the “Escrow Account”) established pursuant to an escrow
agreement (the “Escrow Agreement”), dated as of May 24, 2017, by and among the Purchaser, the
Sellers’ Representative and J.M. Walker & Associates, Attorneys at Law, as escrow agent (the “Escrow Agent”),
attached hereto as Exhibit A. The Escrow Account is a non-interest bearing account, proceeds from which will be paid to
the Sellers in accordance with their Pro-rata Interests, as hereinafter defined.

2.3
Payment of the Purchase Price. At the Closing, the Purchase Price shall be distributed by the Escrow Agent in accordance
with each Seller’s percentage interest equal to the number of shares of capital stock of the Company held by such Seller
immediately prior to Closing divided by the aggregate number of Shares being purchased by the Purchaser pursuant to this Agreement
(“Pro-rata Interest”).

2.4
For purposes of this Agreement,

(a)
“Encumbrance” means any and all liens, encumbrances, claims, charges, community or other marital property
interests, equitable interests, options, security interests, pledges, mortgages, deeds of trust, hypothecations, rights of first
offer or first refusal, buy/sell agreements, rights of way, easements, encroachments, servitudes, or other title retention agreements,
covenants with respect to (or conditions governing) the use, construction, voting (in the case of any equity interest), transfer,
receipt of income or exercise of any other attribute of ownership, or other restrictions of any kind whatsoever.

(b)
“Liability” means any liabilities, debts, obligations, Encumbrances, duties or commitments of any nature
whatsoever, asserted or unasserted, due or to become due, known or unknown, suspected or unsuspected, foreseen or unforeseen,
direct or indirect, liquidated or unliquidated, disputed or undisputed, absolute or contingent, accrued or unaccrued, matured
or unmatured or otherwise on or before the Closing Date.

(c)
“Ordinary Course of Business” means, when used with reference to the Company, any action taken by a
Person with respect to the Company or its business that is consistent with past practice and similar in nature and magnitude to
actions taken in the normal day-to-day operations of the Company or its business consistent with past practices.

(e)
“Transaction Expenses” means all fees and expenses payable by or on behalf of the Sellers and the Company
in connection with the transactions contemplated by this Agreement, including all legal fees and expenses, accounting fees and
expenses, Tax advisory fees and expenses, and financial advisory fees and expenses related to such process.

3.
Closing. Subject to the satisfaction or
waiver of all conditions to the Closing set forth in this Agreement, the consummation of the purchase and sale of the Shares (the
“Closing”) shall take place at 10:00 a.m. Pacific time on any Business Day after the day on which the
last of the conditions set forth in Section 7 is fulfilled or waived, which date shall be at Purchaser’s election,
at the offices of Drinker Biddle & Reath LLP located at 1800 Century Park East, Suite 1500, Los Angeles, California 90067
or on such other date and at such other place or time as the parties hereto may agree upon in writing (the date on which the Closing
occurs is referred to herein as the “Closing Date”); provided, however, that such Closing Date
shall take place on or before June 7, 2017.

4.
Representations and Warranties Relating to
the Company. The Company represents and warrants to Purchaser that the statements contained in this Section 4 are true
and correct.

2

4.1
Organization and Qualification. The Company is a corporation duly organized, validly existing and in good standing under
the Laws of the State of Utah. The Company has full power and authority to conduct its business to the extent now conducted. The
Company is duly qualified to do business and is in good standing in each jurisdiction in which the transaction of its business
makes such qualification necessary, except where the failure to be so qualified or in good standing would not have a Material
Adverse Effect.

4.2
Authority and Binding Obligation. The Company has all requisite power and authority to enter into this Agreement and to
consummate and perform the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation
of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the Company, including
approval of the board of directors of the Company (the “Board of Directors”) and its stockholders. This
Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof
by Purchaser, constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance
with its terms, except as may be limited by any bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other
similar Laws affecting the enforcement of creditors’ rights generally or by general principles of equity.

4.3
Capitalization.

(a)
As of the date hereof, the authorized capital stock in the Company consists of (i) Fifty Million (50,000,000) shares of common
stock, par value $0.001 per share, of which 11,335,000 shares of common stock are issued and outstanding as of the date hereof;
and (ii) Ten Million (10,000,000) shares of preferred stock, par value $0.001 per share, of which no shares of preferred stock
are issued and outstanding as of the date hereof. The Shares are duly authorized, validly issued, fully paid and nonassessable
and not subject to preemptive rights. Schedule 4.3 hereto sets forth a true and correct description of all issued and outstanding
shares of capital stock of the Company as of the date hereof, the record holders thereof and the number of shares so held. The
Company does not have and has never had equity securities or securities convertible into the equity of the Company issued and
outstanding. There are no outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any outstanding
shares of capital stock or other ownership interests or securities in the Company. Other than the Lock-up Agreements described
in Section 11.1, there are no voting trusts, shareholders agreements, proxies or other agreements or understandings to
which the Company or the Sellers are a party with respect to the voting or transfer of the Shares except certain lock-up agreements
as disclosed by the Sellers to the Purchaser.

(b)
The Company has never adopted, sponsored or maintained any equity option plan or any other plan or agreement providing for equity
compensation to any Person and there are no offers, options, warrants, puts, calls, purchase rights, subscription rights, exchange
rights, equity appreciation, phantom stock, profit participation, or other rights, agreements or commitments of any kind (contingent
or otherwise) relating to the issuance, conversion, registration, voting, sale or transfer of any equity securities or interests
of the Company or obligating the Company or any other Person to purchase or redeem any such equity securities or interests. The
Company does not have and has never issued any convertible securities that upon exercise would entitle the holder to equity in
the Company.

3

4.4
Subsidiaries. The Company has no direct or indirect subsidiaries and there are no other corporations, partnerships, joint
ventures, associations or other entities in which the Company owns, of record or beneficially, any direct or indirect equity.

4.5
No Conflicts; Regulatory Filings. The execution and delivery of this Agreement by the Company does not, and the consummation
of the transactions contemplated hereby will not, conflict with, or result in any violation of, or default under, or give rise
to a right of payment, termination, cancellation or acceleration of any material obligation or loss of any material benefit, or
result in the imposition of any Encumbrance on any assets or property of the Company, under (a) any of the organizational documents
of the or (b) any Contract or Law applicable to the Company. Except for filings with the SEC pursuant to the Securities Exchange
Act of 1934, as amended, the execution and delivery of this Agreement by the Company does not, and the consummation of the transactions
contemplated hereby will not, require any consent, approval, clearance, order or authorization of, notice to, or registration,
declaration or filing with, any Governmental Entity or any other party to any Contract to which the Company is a party or otherwise
bound.

4.6
Financial Information; No Liabilities.

(a)
The Company has filed with the U.S. Securities and Exchange Commission (the “SEC”) true and complete
copies of: (i) the audited consolidated balance sheets of the Company as of December 31, 2016 and December 31, 2015, and the related
audited consolidated statements of income, changes in owners’ equity, and cash flows for the years then ended, (ii) the
unaudited consolidated balance sheets of the Company as of the quarters ended September 30, 2016 and September 30, 2015, and the
related audited consolidated statements of income, changes in owners’ equity, and cash flows for the nine-month periods
then ended, and (iii) the unaudited consolidated balance sheets of the Company as of March 31, 2017 (the “Recent Balance
Sheet”) and March 31, 2016, and the related unaudited and consolidated statements of income for the respective three-month
periods then ended ((i), (ii) and (ii) being referred to herein, collectively, as the “Financial Statements”).
The Financial Statements (including the notes to the audited financial statements) (i) were derived from and in accordance with
the books and records of the Company, and (ii) each fairly present in all material respects the consolidated financial position,
results of operations and cash flows of the Company as at the respective dates thereof and for the respective periods indicated
therein, except as otherwise noted therein (subject to normal and recurring year-end adjustments, the effect of which will not,
individually or in the aggregate, be material). As of the date of this Agreement and as of the Closing, the Company does not,
and the Company will not, have any Liabilities, including any Liabilities (i) identified in the Financial Statements and the notes
thereto; (ii) incurred by the Company in the Ordinary Course of Business since the Recent Balance Sheet date that are not, individually
or in the aggregate, material; (iii) relating to the performance under Contracts that have not yet been fully performed and under
which the Company is not in breach or default; (iv) incurred by the Company in connection with the transactions contemplated by
this Agreement and satisfied on or prior to the Closing Date; or (v) created by or related to Transaction Expenses.

(b)
As of the date of this Agreement and as of the Closing, there are no, and there will not be any, accounts or notes receivable
by the Company representing obligations from sales made or services rendered in the Ordinary Course of Business.

4

4.7
Absence of Changes. Since the date of the most recent audited Financial Statements, the Company has conducted its business
in the Ordinary Course of Business and there has not been, with respect to the Company, any:

(a)
change, event or condition (whether or not covered by insurance) that has or could reasonably be expected to result in a Material
Adverse Effect;

(b)
issuance, sale (or other disposition), split, combination or reclassification of any shares of the capital stock (or equivalent
equity interests) of the Company, grant of any options, warrants or other rights to purchase or obtain (including upon conversion,
exchange or exercise) any capital stock (or other equity interests), or declaration or payment of any dividends or distributions
on or in respect of any capital stock (or other equity interests) or redemption, purchase or acquisition of any capital stock
(or other equity interests);

(c)
material change in any method of accounting or accounting practice of the Company or its cash management practices or policies,
practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts,
accrual of accounts receivable, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral
of revenue and acceptance of customer deposits, except as required by U.S. generally accepted accounting principles (“GAAP”)
or as disclosed in the notes to the Financial Statements;

(d)
transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Recent Balance Sheet outside of
the Ordinary Course of Business;

(e)
transfer, assignment or grant of any license or sublicense of any material rights under or with respect to any Intellectual Property
owned or licensed by the Company;

(f)
material damage, destruction or loss (whether or not covered by insurance) to the property or assets of the Company;

(g)
any investment in, or any loan (or forgiveness of any loan) to, any other Person, or any material capital expenditures;

(h)
acceleration, termination, material modification to or cancellation of any material Contract (including any material Contract)
to which the Company is a party or otherwise bound;

(i)
(i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation
or benefits in respect of current or former employees, officers, directors, independent contractors or consultants, other than
as provided for in any written agreements delivered to Purchaser or required by applicable Laws, or (ii) action to accelerate
the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor
or consultant;

(j)
entry into a new line of business materially different from the business of the Company conducted as of the date of the most recent
audited Financial Statements, or abandonment or discontinuance of lines of business existing as of such date;

5

(k)
adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy
under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any
similar Law, or any acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock
of, or by any other manner, any business or any Person or any division thereof;

(l)
purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of 1,000,
individually (in the case of a lease, per annum) or in the aggregate (in the case of a lease, for the entire term of the lease,
not including any option term), except for purchases of equipment or supplies in the Ordinary Course of Business;

(m)
action to make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action,
omit to take any action or enter into any other transaction that would have the effect of increasing the Tax Liability or reducing
any Tax asset of Purchaser in respect of any post-Closing Tax period; or

(n)
any contracts, leases, subleases, deeds, mortgages, licenses, instruments, notes, promises, plans, commitments, undertakings,
indentures, joint ventures and all other agreements, commitments and other arrangements or understandings, whether written or
oral (each of the foregoing, a “Contract”) to do any of the foregoing, or any action or omission that
would result in any of the foregoing.

4.8
Contracts and Commitments. As of the date of this Agreement and as of the Closing, there are no, and there will be no,
Contracts to which the Company is a party or is otherwise bound.

4.9
Intellectual Property.

(a)
The Company does not own, license or otherwise have any rights to any of the following: (i) inventions (whether patentable or
not), discoveries, trade secrets, proprietary business and technical information and know-how, databases and data collections
and all rights therein; (ii) copyrightable subject matter, works of authorship, expressions, designs and design registrations,
whether or not copyrightable, including copyrights, author, performer, moral and neighboring rights, and all registrations, applications
for registration and renewals of such copyrights (iii) trademarks, trade names, logos, slogans, service marks, trade dress, design
rights and other similar designations of source, sponsorship, association or origin, together with the goodwill connected with
the use of and symbolized by, and all registrations, applications and renewals for, any of the foregoing; (iv) software, firmware,
computer applications, algorithms, databases, data collections, protocols, data structures, applications, command structures,
development tools, source code, object code, application programming interfaces, architecture, files, records, schematics, and
other related specifications and documentation; (v) data, files, records; (vi) except for www.croefit.com, internet domain names,
web addresses, web pages, websites and related content, accounts social media companies and the content found thereon and related
thereto, and URLs; (vii) patents (including all reissues, divisionals, provisionals, continuations and continuations-in-part,
reexaminations, renewals, reissues, substitutions and extensions thereof), patent applications, and other patent rights and any
other governmental-issued indicia of invention ownership (including inventor’s certificates, petty patents and patent utility
models) ((i) – (vii) collectively, “Intellectual Property”); or (viii) copies and tangible embodiments
(in whatever form or medium, including electronic media) of any of the foregoing items or materials set forth or referenced in
subsections (i) – (vii).

6

(b)
None of the products or services sold, offered for sale or otherwise provided to any Person, nor the conduct of the Company’s
business as currently and formerly conducted, infringes, dilutes, misappropriates or otherwise violates any Intellectual Property
rights of a Person and the Company has not received any written notice regarding, and has no Knowledge of, any claims or any basis
for any claims thereof.

(c)
There are no Proceedings (including any oppositions, interferences, reexaminations, inter partes reviews, or other post-grant
challenges) settled, pending or, to the Company’s Knowledge, threatened (including in the form of offers to obtain a license)
alleging any infringement, misappropriation, dilution or violation of the Intellectual Property of any Person by the Company.

4.10
Real and Personal Property.

(a)
Real Property. The Company does not own, nor has it ever owned, any real property and is not a party to any agreement or
option to purchase any real property or interest therein, nor does the Company hold interest in real property leased or otherwise
occupied by the Company. Schedule 4.10(a) hereto sets forth a certain real property sublease agreement for the property
located at 11650 South State Street, Suite 240, Draper, Utah 84020 (the “State Street Sublease”), which,
in accordance with its terms, shall be terminated by the Company on or before the Closing Date pursuant to the Sublease Termination
Agreement, substantially in the form attached hereto as Exhibit C (the “Sublease Termination Agreement”),
and all obligations and liabilities of the Company under the State Street Sublease, financial or otherwise, shall be deemed satisfied
as of the Closing Date. To the Knowledge of the Company, there are no Proceedings pending or threatened in writing against or
affecting the any real property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent
domain proceedings.

(b)
Personal Property. The Company does not own or hold leasehold interests in any personal property or other assets

4.11
Transactions with Interested Persons. Neither the Sellers, officers or directors of the Company, or any entity controlled
by such Persons: (a) have a Contract with the Company; (b) have any loans or receivables outstanding to the Company; (c) are otherwise
indebted to the Company; (d) own any property, real or personal, tangible or intangible, required for or used in the businesses
of the Company; (e) are owed any money or property by the Company; or (f) have any direct or indirect interest in any Person that
has had business dealings or a financial interest in any transaction with the Company or that is in competition with the business
of the Company.

4.12
Insurance. The Company does not hold any policies of insurance with respect to the business or assets of the Company.

4.13
Litigation. There are no, and since the Company’s inception there have not been any, claims, disputes, legal actions,
decrees, judgments, orders, settlement agreements, mediation, arbitration or other proceeding, suit or, to the Company’s
Knowledge, governmental investigation (each of the foregoing, a “Proceeding”) pending or, to the Company’s
Knowledge, threatened: (a) against or by the Company or its business, assets, officers, directors, shareholders, employees, or
similar individuals in their capacities as such; or (b) against or by the Company, any Seller, or any Affiliate of such Seller
that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. To the Company’s
Knowledge, no event has occurred or circumstances exist that would reasonably be expected to give rise or serve as a basis for
any such Proceeding. There are no other Proceedings with continuing Liabilities imposed on or by or against the Company or its
business or assets, or, to the Company’s Knowledge, its officers, directors, shareholders, employees or similar individuals
in their capacities as such, before or by any Governmental Entity or other Person of any kind. There are no unsatisfied judgments,
penalties or awards against or affecting the Company or its business, properties or assets. For purposes of this Agreement, an
“Affiliate” of a Person means any other Person that directly or indirectly, through one or more intermediaries,
controls, is controlled by, or is under common control with, such Person, and the term “control” (including the terms
“controlled by” and “under common control with”) means the possession, directly or indirectly, of the
power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities,
by Contract or otherwise.

7

4.14
Compliance with Laws.

(a)
The Company has conducted and is conducting its business in material compliance with all federal, state or local or foreign law
(including principles of common law), statute, ordinance, code, rule, regulation, resolution or promulgation, any Governmental
Order, any Permit, or any similar provision having the force or effect of law (each of the foregoing, a “Law”)
of any government, governmental department, commission, council, board, regulatory or administrative body, agency, or bureau,
and any court, tribunal, magistrate, arbitrator or judicial body of the United States or otherwise, whether federal, state, city,
or local (each of the foregoing, a “Governmental Entity”) applicable to them and their properties. The
Company has not received any written notice (or, to the Company’s Knowledge, oral notice) of any material violation of any
Law applicable to the Company. For purposes of this Agreement, “Governmental Order” means any order,
writ, judgment, injunction, decree, stipulation, ruling, determination or award entered by or with any Governmental Entity.

(b)
The Company has timely filed all reports with the SEC as required pursuant to the Securities Exchange Act of 1934, as amended,
together with any schedules and exhibits thereto.

(c)
The Company hold all permits, licenses, certificates, registrations, exemptions and approvals of all Governmental Entities which
are necessary for the business and operations of the Company as currently conducted (the “Permits”),
except where the failure to hold such Permit would not have a Material Adverse Effect. The Company has not received any written
notice or communication (or, to the Company’s Knowledge, oral notice) from or on behalf of any Governmental Entity alleging
any violation of any Permit or alleging that the Company does not hold any Permit required in connection with the business and
operations of the Company.

4.15
Employees.

(a)
The Company has no full-time employees and two (2) part-type employees who serve as Chief Executive Officer and Secretary, respectively,
and one (1) independent contractor who serves as General Counsel for the Company. Schedule 4.15(a) sets forth a true and
complete list of the Company’s employees and independent contractors. As of the date hereof, all compensation, including
wages, commissions, and bonuses payable for services performed have been paid in full and there are no outstanding agreements,
understandings, or commitments of the Company with respect to any compensation, commissions, or bonuses.

8

(b)
All Persons characterized and treated by the Company as independent contractors are properly treated as independent contractors
under all applicable Laws and no independent contractor has any basis to claim status as an employee of the Company.

(c)
To the Knowledge of the Company, no officer or director of the Company has been: (i) subject to voluntary or involuntary petition
under the federal bankruptcy laws or any state insolvency law or the appointment of a receiver, fiscal agent or similar officer
by a court for his or her business or property or that of any partnership of which he or she was a general partner, any limited
liability company of which he or she was a member or any corporation or business association of which he or she was an executive
officer; (ii) convicted in a criminal Proceeding or named as a subject of a pending criminal Proceeding or been otherwise accused
of any act of moral turpitude; (iii) the subject of any Governmental Order (not subsequently reversed, suspended or vacated) of
any court of competent jurisdiction permanently or temporarily enjoining him or her from, or otherwise imposing limits or conditions
on his or her ability to engage in any securities, investment advisory, banking, insurance or other type of business or acting
as an officer or director of a public company; or (iv) found by a court of competent jurisdiction in a civil Proceeding or by
the SEC or the Commodity Futures Trading Commission to have violated any federal or state commodities, securities or unfair trade
practices law, which judgment or finding has not been subsequently reversed, suspended, or vacated.

4.16
Brokers’ and Finders’ Fees. Other than any amounts payable to Patrick Shane or Bill Burton, the Company is
not obligated to pay any fees or expenses of any broker or finder in connection with the origin, negotiation, or execution of
this Agreement or in connection with any transactions contemplated hereby. The Company agrees that neither the Purchaser nor the
officers, directors, agents, representatives, employees, designees or assigns of the Purchaser shall be liable for any costs,
expenses, fees, fines or penalties in connection with the Company’s engagement of Patrick Shane or Bill Burton.

4.17
Environmental Matters.

(a)
The Company is and has at all times been in compliance in all material respects with all applicable Environmental Laws.

(b)
The Company has not received any notice or claim, or written request for information pursuant to Environmental Laws, which, in
each case, remains pending or unresolved, or is the source of ongoing obligations or requirements.

(c)
No Hazardous Substance is or has been introduced, stored, handled or used at any of the facilities of the Company in contravention
of Environmental Laws.

(d)
For purposes of this Agreement;

(i)
“Environmental Laws” means any applicable Law, and any Governmental Order or binding agreement with
any Governmental Entity: (A) relating to pollution (or the cleanup thereof) or the protection of natural resources, endangered
or threatened species, human health or safety, or the environment (including ambient air, soil, surface water or groundwater,
or subsurface strata); or (B) concerning the presence of, exposure to, or the management, manufacture, use, containment, storage,
recycling, reclamation, reuse, treatment, generation, discharge, transportation, processing, production, disposal or remediation
of any Hazardous Substances.

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(ii)
“Hazardous Substances” means: (a) any material, substance, chemical, waste, product, derivative, compound,
mixture, solid, liquid, mineral or gas, in each case, whether naturally occurring or manmade, that is hazardous, acutely hazardous,
toxic, or words of similar import or regulatory effect under Environmental Laws; and (b) any petroleum or petroleum-derived products,
radon, radioactive materials or wastes, asbestos in any form, lead or lead-containing materials, urea formaldehyde foam insulation,
polychlorinated biphenyls, mold, flammable or explosive substances, and pesticides and any other substance that is harmful to
human health or the environment.

4.18
Books and Records.

(a)
The copies of the Articles of Incorporation of the Company, as certified by the Secretary of State of the State of Utah, and its
bylaws as have been delivered to Purchaser are true, complete and correct and are in full force and effect.

(b)
The stock, option and equity records of the Company fairly and accurately reflect the record ownership of all of the outstanding
shares of capital stock and options, warrants, debt, equity and other rights to purchase capital stock or convert into capital
stock or other equity interests of the Company. Complete and accurate copies of all minutes and other records of all meetings
and other proceedings (including any actions taken by written consent or otherwise without a meeting) of the shareholders and
the board of directors of the Company since its inception have been delivered to Purchaser.

4.19
Inventory. The Company has no salable or usable inventory, stock in trade, work-in-progress, finished goods or raw materials,
including usable supplies or other items reflected on the books and records of the Company as inventory of the Company as of the
Closing Date.

4.20
View to Operate. The Company was formed for the sole and exclusive purpose of designing, manufacturing and distributing
athletic apparel and has made all commercially reasonable efforts to operate the business as a going concern, including, but not
limited to, effectuating a direct registration of the Company’s common stock with the SEC with a view to raise capital.
The Company’s determination to undertake the transactions contemplated hereunder, including, but not limited to, the determination
to sell substantially all of its common stock, was undertaken after appropriate deliberation and evaluation and is based upon
the reasonable business judgment of its Board of Directors and the Sellers.

4.21
No Material Untrue Statements. To the Knowledge of the Company, no representation or warranty pertaining to the Company
contained in this Agreement, the other documents and certificates delivered by the Company or the Sellers in connection herewith
contains any materially untrue statement or omits to state a material fact necessary in order to make the statements herein or
therein, in light of the circumstances under which they were made, not misleading.

4.22
Disclaimer of Warranties. EXCEPT AS TO THOSE MATTERS EXPRESSLY COVERED BY THE REPRESENTATIONS AND WARRANTIES IN THIS SECTION
4, THE COMPANY DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, WRITTEN OR ORAL, AND PURCHASER
ACKNOWLEDGES AND AGREES THAT IT IS NOT RELYING ON ANY REPRESENTATIONS OR WARRANTIES OTHER THAN THOSE SET FORTH HEREIN.

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5.
Representations and Warranties of Purchaser.
Each Purchaser represents and warrants to the Company and the Sellers’ Representative that the statements contained in this
Section 5 are true and correct.

5.1
Organization and Qualification. Crypto is a Nevada corporation duly organized, validly existing and in good standing under
the Laws of the State of Nevada. Each Purchaser has all requisite power and authority to enter into this Agreement and to consummate
the transactions contemplated hereby.

5.2
Authority and Binding Obligation. The execution and delivery of this Agreement and the consummation and performance of
the transactions contemplated hereby have been duly authorized by all necessary action on the part of the Purchaser. This Agreement
has been duly executed and delivered by the Purchaser and assuming the due authorization, execution and delivery hereof by the
parties (other than the Purchaser) hereto, constitutes the legal, valid and binding obligations of the Purchaser, enforceable
against the Purchaser in accordance with its terms, except as may be limited by any bankruptcy, insolvency, reorganization, moratorium,
fraudulent conveyance or other similar Laws affecting the enforcement of creditors’ rights generally or by general principles
of equity.

5.3
No Conflicts; Regulatory Filings. The execution and delivery of this Agreement by Purchaser does not, and the consummation
of the transactions contemplated hereby will not, conflict with, or result in any violation of, or default under (with or without
notice or lapse of time, or both), or give rise to a right of payment, termination, cancellation or acceleration of any material
obligation or loss of any material benefit, or result in the imposition of any Encumbrance on any assets or property of Purchaser,
under (a) any of the organizational documents of Purchaser or (b) any Laws applicable to Purchaser’s properties or assets.
No notice, consent, approval, clearance, order or authorization of, or registration, declaration or filing with, any Governmental
Entity or any other party to any Contract to which Purchaser is a party, is required by or with respect to Purchaser in connection
with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby.

5.4
Brokers’ and Finders’ Fee. Purchaser has not incurred or become liable for any broker’s commissions or
finder’s fee relating to or in connection with the transactions contemplated by this Agreement, or otherwise dealt with
any brokers or finders in connection herewith or any of the transactions contemplated by this Agreement.

5.5
Financing. Purchaser has, and will have on the Closing Date and at all times during the period beginning on the date hereof
and ending on the Closing Date, sufficient cash in hand or other sources of immediately available funds that are available to
consummate the transactions contemplated hereby, including to pay the Purchase Price and the fees and expenses of Purchaser related
to the transactions contemplated hereby. There is no circumstance or condition that, individually or in the aggregate with all
other circumstances or conditions, could reasonably be expected to prevent or substantially delay the availability of such funds
at the Closing.

5.6
Acquisition of Equity For Investment. Purchaser has such knowledge and experience in financial and business matters that
it is capable of evaluating the merits and risks of its purchase of the Shares. Purchaser confirms that it can bear the economic
risk of its investment in the Shares and can afford to lose its entire investment in the Shares. Purchaser is acquiring the Shares
for investment and not with a view toward or for sale in connection with any distribution thereof, or with any present intention
of distributing or selling such Shares. Purchaser agrees that the Shares may not be sold, transferred, offered for sale, pledged,
hypothecated or otherwise disposed of without compliance with applicable United States prospectus and registration requirements,
except pursuant to an exemption therefrom under applicable United States securities Laws.

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5.7
Solvency. Purchaser is not entering into the transactions contemplated by this Agreement with the actual intent to hinder,
delay or defraud either present or future creditors of the Company. Purchaser is solvent as of the date of this Agreement and,
assuming the satisfaction of the condition to the Sellers’ and the Company’s obligation to consummate the transactions
contemplated hereby, Purchaser and its Affiliates (including the Company after Closing) will, after giving effect to all of the
transactions contemplated by this Agreement, including the payment of the Purchase Price and Transaction Expenses, all other amounts
required to be paid, borrowed or refinanced in connection with the consummation of the transactions contemplated by this Agreement
and all related fees and expenses, be solvent at and after the Closing Date.

5.8
No Reliance. In connection with its decision to enter into this Agreement, Purchaser, for itself and on behalf of its Affiliates
and related parties, acknowledges, represents, warrants, and agrees that: (a) Purchaser is a sophisticated party with such knowledge
and experience in business matters that it appreciates the merits and risks of consummating the transactions contemplated hereby;
and (b) Purchaser is not relying upon any representations and warranties and information other than that set forth in this Agreement
and the documents and instruments contemplated herein.

6.
Understandings and Covenants.

6.1
Mutual Cooperation. Subject to Section 6.6, the parties hereto will: (a) cooperate with each other to obtain as
promptly as possible all consents, authorizations, orders or approvals of any Person, whether private or governmental, required
in connection with the transactions contemplated by this Agreement; (b) coordinate and cooperate with one another in exchanging
such information and reasonable assistance as the other may request in connection with all of the foregoing; and (c) use commercially
reasonable efforts to cause the conditions to Closing as set forth in Sections 7.1 and 7.2 to be satisfied as soon
as reasonably possible.

6.2
Conduct of the Business Pending Closing. During the period from the date hereof and continuing until the earlier of the
termination of this Agreement or the Closing, except to the extent expressly contemplated by this Agreement or as consented to
in writing by Purchaser, the Company shall not take any action or omission which, if occurring immediately prior to the date of
this Agreement, would have rendered Section 4.7 untrue.

6.3
Access to Information. From the date of this Agreement until the Closing Date (or any earlier termination of this Agreement),
the Company shall: (a) give to Purchaser and Purchaser’s accountants, attorneys, advisors and other representatives (“Purchaser’s
Representatives”), reasonable access during normal business hours to the properties, books, bank account records,
contracts and documents of or related to the Company and its business and properties, and permit Purchaser and any Purchaser’s
Representatives to make such reasonable inspections thereof as Purchaser or Purchaser’s Representatives may reasonably request
(including conducting physical inventories); and (b) cause its officers and advisors to deliver to Purchaser or the Purchaser’s
Representatives, as requested, such financial, operating and other information regarding the Company’s business, Contracts,
liabilities, personnel and properties as Purchaser or the Purchaser’s Representatives may reasonably request and which are
in the possession or under the control of such officers and advisors; provided, however, that such access shall
not unreasonably disrupt or interfere with the operations of the Company.

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6.4
Notification of Certain Events. Each of the parties hereto shall promptly notify the others in writing of: (a) receipt
of any notice from any Person alleging that the consent of such Person is or may be required in connection with the transactions
contemplated by this Agreement; (b) any material claims, actions, Proceedings or governmental investigations commenced or, to
its knowledge, threatened, involving or affecting the Company or its property or assets; (c) any representation or warranty made
by such party contained in this Agreement becoming untrue or inaccurate in any material respect; and (d) any failure of the Company,
the Sellers’ Representative or the Purchaser, as the case may be, to comply with or satisfy, in any material respect, any
covenant, condition or agreement to be complied with or satisfied by it hereunder.

6.5
Tax Matters.

(a)
For purposes of this Agreement,

(i)
“Pre-Closing Tax Period” means any taxable period ending on or before the Closing Date and the portion
through the end of the Closing Date for any Straddle Period.

(ii)
“Straddle Period” means any taxable period that includes (but does not end on) the Closing Date.

(iv)
Tax Return” means any return, declaration, report, election, claim for refund, information return or other
document filed or required to be filed or supplied to a Tax authority in connection with the determination, assessment, collection
or payment of Taxes, including any schedules or attachments thereto or any amendments thereof, and also including any statements
furnished, or required to be furnished, to a Person for whom such a Tax Return is filed, or required to be filed.

(b)
Tax Returns. The Company to prepare and timely file all Tax Returns required of the Company with respect to the Pre-Closing
Tax Period no later than sixty (60) calendar days following the Closing. Each Tax Return for a Straddle Period shall be prepared
in accordance with existing procedures and practices and accounting methods of the Company as in effect on the date hereof, unless
otherwise required by applicable Law. Purchaser will furnish such Tax Returns to the Sellers’ Representative for its review
and approval (which approval will not be unreasonably withheld, conditioned or delayed) at least 30 days prior to the due date
for filing such Tax Returns. All Tax Returns described in this Section 6.5(b) shall be prepared at the sole cost and expense
of the Purchaser or the Company.

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(c)
Straddled Periods. In the case of any Straddle Period, the amount of Taxes allocable to the portion of the Straddle Period
ending on the Closing Date shall be deemed to be: (i) in the case of Taxes imposed on a periodic basis, including real, personal
and intangible property Taxes, the amount of such Taxes shall be equal to the amount of such Taxes for the entire Straddle Period
multiplied by a fraction, the numerator of which is the number of days during the Straddle Period that are in the Pre-Closing
Tax Period and the denominator of which is the number of days in the Straddle Period; and (ii) in the case of Taxes not described
in (i) above, the amount of such Taxes shall be computed as if such taxable period ended as of the close of business on the Closing
Date.

(d)
Transfer Taxes. All transfer, documentary, sales, use, stamp and registration Taxes, and all conveyance fees, recording
charges and other fees and charges (including any penalties and interest) incurred in connection with the consummation of the
transactions contemplated by this Agreement (the “Transfer Taxes”), shall be paid by the Purchaser when
due, and the Person required by applicable Law will file all necessary Tax Returns and other documentation with respect to all
Transfer Taxes and the other party will, and will cause its Affiliates to, join in the execution of any such Tax Returns and other
documentation.

6.6
Efforts to Consummate. Subject to the terms and conditions herein provided, each of the Sellers and the Purchaser shall
use reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary,
proper or advisable under applicable Laws to consummate and make effective as promptly as practicable the transactions contemplated
hereby (including the satisfaction, but not waiver, of the closing conditions set forth in Section 7 and obtaining consents
of all Governmental Entities necessary to consummate the transactions contemplated hereby).

6.7
Public Announcements. Purchaser, on the one hand, and the Company and the Sellers’ Representative, on the other hand,
shall consult with one another and seek one another’s approval (not to be unreasonably withheld, conditioned or delayed)
before issuing any press release, or otherwise making any public statements, with respect to the transactions contemplated by
this Agreement and shall not issue any such press release or make any such public statement prior to such consultation and approval;
provided that each party may make any such announcement which it in good faith believes, based on advice of counsel, is
necessary or advisable in connection with any requirement of Law or any stock exchange or similar requirements, it being understood
and agreed that each party shall use commercially reasonable efforts to provide the other parties with copies of any such announcement
in advance of such issuance.

6.8
Exclusive Dealing. During the period from the date of this Agreement until the earlier of the Closing Date or the termination
of this Agreement in accordance with its terms, the Company shall not take, nor shall it permit any of its officers, directors,
representatives, consultants, financial advisors, attorneys, accountants or other agents to: (a) solicit, initiate discussions
or engage in negotiations with any Person (whether such negotiations are initiated by the Company, a third party or otherwise),
other than Purchaser or its Affiliates, relating to the possible acquisition of any material portion of the equity or assets of
the Company (whether by way of merger, purchase of equity, purchase of assets, loan or otherwise) or a refinancing or recapitalization
of the Company (an “Acquisition Transaction”); (b) provide non-public information or documentation with
respect to the Company to any Person, other than Purchaser or its Affiliates or its or their representatives, relating to an Acquisition
Transaction; or (c) negotiate or enter into any definitive agreement with any Person, other than Purchaser or its Affiliates effecting
an Acquisition Transaction. The Company shall promptly (and in any event within three Business Days after receipt thereof by the
Company or Company’s representatives) advise Purchaser in writing of any inquiry, offer or proposal with respect to any
possible Acquisition Transaction by any third party, including the material terms and conditions of such inquiry, offer or proposal,
and the identity of the Person making the same.

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6.9
Lock-up Agreement. Uptick hereby agrees that any transfer or sale of the Shares being purchased by him pursuant to this
Agreement shall be subject to that certain Lock-up and Leak-out Agreement, substantially in the form attached as Exhibit D,
attached hereto (“Lock-Up Agreement”).

6.10
Further Assurances. From time to time, at Purchaser’s request, whether on or after the Closing Date and without further
consideration, Sellers’ Representative shall cause each Seller to execute and deliver or cause to be executed and delivered
such further instruments of conveyance and transfer and take such other action as Purchaser reasonably may require more effectively
to convey and transfer to Purchaser title to the Shares (free and clear of any and all Encumbrances) and to effectuate the transactions
contemplated hereby. From time to time after the Closing, at a Sellers’ Representative’s request, whether on or after
the Closing Date and without further consideration, Purchaser shall take such action (including executing and delivering documents)
as the Sellers reasonably may require more effectively to effectuate the transactions contemplated hereby.

7.
Conditions of the Closing.

7.1
Conditions to the Sellers’ Representative’s Obligations. The Sellers’ Representative’s obligation
to sell and deliver the Shares to Purchaser and to consummate the Closing shall be subject to the satisfaction of each of the
following conditions, except to the extent the Sellers shall have waived in writing such satisfaction:

(a)
Adverse Proceedings. No provision of any applicable Law and no order, judgment, injunction or decree of any Governmental
Entity shall be in effect which restrains or prohibits the transactions contemplated hereby.

(b)
Performance of Conditions and Accuracy of Representations. (i) Purchaser shall have duly performed or complied with its
covenants and obligations in Section 6 or otherwise under this Agreement to be performed prior to the Closing in all material
respects; (ii) all of Purchaser’s representations and warranties set forth in Section 5 hereof (other than Purchaser’s
Fundamental Representations) shall be true and correct in all respects as of the date hereof and on the Closing Date, as if made
at and as of the Closing Date (except for such representations and warranties that speak only as of a specified date, which shall
be true and correct as of such date), without regard to any materiality, material adverse effect or other similar qualification
contained therein, except where the failure of such representations and warranties (other than Fundamental Representations) to
be true and correct would not reasonably be expected to have, individually or in the aggregate, a material adverse effect; and
(iii) all of Purchaser’s Fundamental Representations that are qualified as to materiality shall be true and correct as of
the date hereof and on the Closing Date, as if made at and as of the Closing Date, and all of Purchaser’s Fundamental Representations
that are not so qualified shall be true and correct as of the date hereof and in all material respects on the Closing Date, as
if made at and as of the Closing Date (in each case except for Fundamental Representations that speak only as of a specified date,
which shall be true and correct, or true and correct in all material respects, as applicable, as of such date).

15

(c)
Purchaser Closing Deliverables. Purchaser shall have delivered:

(i)
to the Escrow Agent, in immediately available funds, the Purchases Price, delivered in the manner provided in Section 2.3
hereof and the Escrow Agreement;

(ii)
to the Sellers’s Representative, an officer’s certificate of Crypto certifying the matters set forth in Section
7.1(b) with respect to Crypto;

(iii)
to the Sellers’ Representative, a copy of the Escrow Agreement duly executed by Purchaser; and

(iv)
to the Company, a copy of the Lock-up Agreement in the form attached hereto as Exhibit D, duly executed by Uptick.

7.2
Conditions to Purchaser’s Obligations. Purchaser’s obligations to purchase the Shares and to pay to each Seller
the Purchase Price in the manner provided in Section 2.2 hereof shall be subject to the satisfaction of each of the following
conditions, except to the extent Purchaser shall have waived in writing such satisfaction:

(a)
Performance of Conditions and Accuracy of Representations. (i) The Company and the Sellers’ Representative shall
have duly performed or complied with all of their respective covenants and obligations in Section 6 or otherwise under
this Agreement to be performed prior to or at the Closing in all material respects; (ii) all of the representations and warranties
of the Company set forth in Section 4 (other than the Company’s Fundamental Representations) shall be true and correct
in all respects as of the date hereof and on the Closing Date, as if made at and as of the Closing Date (except for such representations
and warranties that speak only as of a specified date, which shall be true and correct as of such date), without regard to any
materiality, material adverse effect or other similar qualification contained therein, except where the failure of such representations
and warranties (other than Fundamental Representations) to be true and correct would not reasonably be expected to have, individually
or in the aggregate, a material adverse effect; and (iii) all of the Company’s Fundamental Representations that are qualified
as to materiality shall be true and correct as of the date hereof and on the Closing Date, as if made at and as of the Closing
Date, and all of the Company’s Fundamental Representations that are not so qualified shall be true and correct as of the
date hereof and in all material respects on the Closing Date, as if made at and as of the Closing Date (in each case except for
Fundamental Representations that speak only as of a specified date, which shall be true and correct, or true and correct in all
material respects, as applicable, as of such date).

(b)
Adverse Proceedings. No provision of any applicable Law and no order, judgment, injunction or decree of any Governmental
Entity shall be in effect which restrains or prohibits the transactions contemplated hereby.

(ii)
share assignments transferring and conveying to the Purchaser title to the Shares, as owner, free and clear of all Encumbrances;

(iii)
resolutions of the Board of Directors, certified as being correct and complete and then in full force and effect, (A) authorizing
the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby; (B) appointing Michael
Poutre II as the sole director of the Company as of the Closing Date; and (C) appointing Michael Poutre II as Chief Executive
Officer, James Gilbert as President, Ron Levy as Chief Operating Officer and Rafe Furst as Chief Investment Officer of the Company
as of the Closing Date;

(iv)
an officer’s certificate of the Company certifying the matters set forth in Section 7.2(a);

(v)
a copy of the Escrow Agreement duly executed by the Sellers’ Representative;

(vi)
a written resignation (containing customary releases) from and executed by each individual listed on Schedule 4.15(a),
in the form attached hereto as Exhibit B;

(vii)
a copy of the Sublease Termination Agreement for the termination of the State Street Sublease, in the form attached hereto as
Exhibit C, duly executed by the Company and the sublessor thereunder;

(viii)
a copy of the Lock-up Agreement in the form attached hereto as Exhibit D, duly executed by the Company;

(ix)
an opinion of John D. Thomas, P.C., counsel to the Company, to the effect that the requirements to remove the restrictive legend
from certain Shares, as indicated on Schedule 1, have been met pursuant to Rule 144 or Rule 144A under the Securities Act
of 1933, as amended; and

(x)
an opinion of John D. Thomas, P.C., counsel to the Company, to the effect that certain Shares, as indicated on Schedule 1,
have been registered with the SEC pursuant to a Registration Statement on Form S-1, filed by the Company, effective as of December
19, 2016, and that the restrictive legend shall be removed therefrom.

(d)
The Company’s common stock shall be eligible for electronic deposit, trading and recordkeeping through the Depository Trust
Company.

8.
Survival and Indemnification.

8.1
Survival.

(a)
All representations and warranties contained in this Agreement or in any certificate, schedule or exhibit delivered pursuant hereto
shall survive the Closing for a period of two (2) months from the Closing Date and shall thereafter be terminated and shall have
no further force or effect, except that: (i) claims related to fraud shall survive indefinitely; and (ii) the representations
and warranties of the Company in Section 4, shall survive for the period of the longest applicable statute of limitations
and shall thereafter be terminated and shall have no further force or effect. For purposes of this Agreement, “Fundamental
Representations” shall mean, collectively, the representations and warranties of: (y) the Company in Sections
4.1 (Organization and Qualification), 4.2 (Authority and Binding Obligation), 4.3 (Capitalization) and 4.16
(Brokers’ and Finders’ Fees); and (z) the Purchaser in Sections 5.1 (Organization and Qualification), 5.2
(Authority and Binding Obligation), and 5.4 (Brokers’ and Finders’ Fee).

17

(b)
The right of any party to recover any relief (including any Damages (as defined in Section 8.2 below)) against the other
parties hereto resulting from, arising out of or incurred with respect to any inaccuracy in, breach or violation of or default
under any particular representation or warranty contained in this Agreement shall terminate upon, and be forever barred from and
following, the termination under Section 8.1(a) of such representation or warranty; provided, however, if a party
provides to the Indemnifying Party written notice, prior to the day of termination of such representation or warranty, of a claim
pertaining to an inaccuracy in, breach or violation of or default under a representation or warranty provided under this Agreement,
then such claim of such party shall survive termination indefinitely until such claim is finally resolved.

(c)
The covenants and agreements of the Company under this Agreement to be performed or complied with at or prior to the Closing shall
survive the Closing for a period of two (2) months from the Closing Date and shall thereafter be terminated and shall have no
further force or effect, and all other covenants and agreements under this Agreement shall survive until fully performed, unless
limited by their terms or purpose.

(d)
The indemnification obligations of the Sellers set forth in Section 8.2(b) shall survive the Closing for a period of two
(2) months from the Closing Date and shall thereafter be terminated and shall have no further force or effect, except that the
indemnification obligations set forth in Section 8.2(b) shall survive for the period of the longest applicable statute
of limitations and shall thereafter be terminated and shall have no further for or effect.

8.2
Indemnification of the Parties.

(a)
Subject to the limitations set forth in this Section 8, each party (the “Indemnifying Party”)
shall indemnify and shall hold harmless each other party (the “Indemnified Parties”) and its respective
officers, directors, agents, attorneys and employees, and each Person, if any, who controls or may control such Indemnified Party
from and against any liability, loss, cost, expense, claim, lien or other damage, including reasonable attorneys’ fees and
expenses and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers (all
of the foregoing items for purposes of this Agreement are referred to as “Damages”), resulting from,
arising out of or incurred with respect to:

(i)
any misrepresentation or breach or default of any representation or warranty given or made by (A) the Company in Sections 4.1
(Organization and Qualification), 4.2 (Authority and Binding Obligation), 4.3 (Capitalization), 4.6 (Financial
Information; No Liabilities), 4.13 (Litigation), 4.16 (Brokers’ and Finders’ Fees), 4.20 (View
to Operate) or 4.21 (No Material Untrue Statements); or (B) the Purchaser in Sections 5.1 (Organization and Qualification),
5.2 (Authority and Binding Obligation), or 5.4 (Brokers’ and Finders’ Fee); and

18

(ii)
any failure of the Indemnifying Party to perform or observe any covenant or agreement contained herein on their part to be performed
or observed.

(b)
The Sellers’ Representative shall also indemnify and hold the Purchaser Indemnified Parties harmless from and against any
Damages resulting from, arising out of or incurred with respect to:

(i)
any Transaction Expenses which are not paid on or prior to the Closing Date; and

(ii)
any indebtedness or liabilities that are not included in the final determination of the indebtedness or liabilities or Transaction
Expenses pursuant to Section 2.4.

For
purposes of this Section 8.2(b), “Damages” shall in no event be deemed to include any punitive or exemplary
damages, except to the extent any such damages are actually paid to a third party.

8.3
Mitigation. Each party shall use commercially reasonable efforts to mitigate all Damages incurred or reasonably expected
to be incurred by it or any Indemnified Party it controls upon becoming aware of any fact, event or circumstance which has resulted
in, or would reasonably be expected to give rise to, any such Damages; provided, however, that in no event shall
the foregoing require the Indemnified Party to incur any out-of-pocket costs or expenses or expend unreasonable time or incur
unreasonable overhead costs or expenses. The parties shall reasonably cooperate with each other with respect to resolving any
claim or liability underlying any Damage with respect to which one party is obligated to indemnify any Indemnified Party hereunder,
including by making commercially reasonable efforts to mitigate or resolve any such claim or Liability.

8.4
Purchase Price Adjustment. The parties agree that any indemnification payment made pursuant to this Agreement shall be
treated as an adjustment to the Purchase Price for Tax purposes, unless otherwise required by applicable Law.

8.5
No Rights to Indemnification or Contribution. From and after the Closing, without limiting any provision of this Agreement,
the Sellers’ Representative shall have no rights hereunder or otherwise to indemnification or contribution from the Company
with respect to any matter, including any misrepresentation or breach of any representation or warranty of the Company made in
this Agreement or any document or certificate delivered in connection herewith, or any breach or nonfulfillment of any covenant
or obligation of the Company contained in this Agreement or any document or certificate delivered in connection herewith, and
the undersigned Sellers hereby irrevocably release the Company from any Damages for any such claim. Further, the Sellers shall
not be entitled to make any claim for indemnification against the Company by reason of the fact that the Sellers Representative
or any of the Sellers’ respective Affiliates or representatives was a director, officer, employee, independent contractor
or agent of the Company (whether such claim is for Damages or otherwise and whether such claim is pursuant to any Laws, organizational
documents (including the Articles of Incorporation or By-Laws or similar documents of the Company), any Contract or otherwise,
with respect to any claim for indemnification by any Purchaser Indemnified Parties against any Seller or any of its Affiliates
or representatives (whether such claim is pursuant to this Agreement or otherwise).

19

9.
Termination; Remedies.

9.1
Termination. This Agreement may be terminated at any time prior to the Closing (with respect to Section 9.1(b) and
Section 9.1(c), by written notice by the terminating party to the other party):

(a)
by the mutual written consent of Purchaser and the Sellers;

(b)
by either Purchaser or the Sellers, if the Closing shall not have been consummated by the end of business on May 31, 2017 (the
“Termination Date”); provided, however, that the right to terminate this Agreement under this
Section 9.1(b) shall not be available to any party whose failure to fulfill any obligation under this Agreement has been
the primary cause of or resulted in the failure of the Closing to occur on or before such date; or

(c)
by Purchaser or the Sellers, if there has been a breach of any representation, warranty, covenant or agreement set forth in this
Agreement on the part of Purchaser, on the one hand, or the Company or the Sellers, on the other hand, which breach (i) causes
the conditions set forth in Section 7.2 (in the case of termination by Purchaser) or Section 7.1 (in the case of
termination by the Company or the Sellers’ Representative) not to be satisfied and (ii) shall not have been cured, if curable,
within ten Business Days following receipt by the breaching party of written notice of such breach from the other party.

9.2
Effect of Termination. Sections 6.7, 10, 11.1, 11.2, 11.3 11.7, 11.8, 11.9,
11.11, 11.14, and 11.15 shall remain in full force and effect and survive any termination of this Agreement.
Except as provided in the preceding sentence, in the event of termination of this Agreement as provided in Section 9.1,
this Agreement shall forthwith become void, and there shall be no Liability or obligation on the part of Purchaser, the Company,
any Seller or their respective officers, directors, or shareholders; provided, however, that if this Agreement is
terminated because of a willful breach of this Agreement by the non-terminating Party or because one or more of the conditions
to the terminating Party’s obligations under this Agreement is not satisfied as a result of a non-terminating Party’s
willful failure to comply with his, her or its obligations under this Agreement, the terminating Party’s right to pursue
all legal and equitable remedies shall survive such termination unimpaired.

10.
Sellers’ Representative.

10.1
Sellers’ Representative. Each of the Sellers hereby irrevocably constitutes and appoints John D. Thomas P.C. as such
Seller’s attorney-in-fact and agent in connection with the execution and performance of this Agreement. This power of attorney
is irrevocable and coupled with an interest, and shall not be affected in any manner, including by the death, incapacity, illness,
dissolution, revocation or other inability to act of such Seller. The power and authority of the Sellers’ Representative,
as described in this Agreement, shall continue in force until all rights and obligations of the Sellers under this Agreement shall
have terminated, expired or been fully performed.

10.2
Authority. Each of the Sellers hereby irrevocably grants to the Sellers’ Representative exclusive and full power
and authority to:

(a)
prepare, execute and deliver, on behalf of such Seller, and to accept delivery of, on behalf of such Seller, all such certificates,
instruments and other documents as may be deemed by the Sellers’ Representative, in its sole discretion, to be appropriate
to consummate the transaction contemplated hereby;

20

(b)
endorse and to deliver on behalf of such Seller, certificates, or assignments separate from certificate, representing, assigning
and transferring, the Shares to be sold or contributed by such Seller at the Closing;

(c)
make the computations and allocations to the Purchase Price, and adjustments thereto, contemplated by this Agreement;

(d)
acknowledge receipt at the Closing or thereafter of the Purchase Price and any other payment contemplated by this Agreement, to
designate the manner of payment of the Purchase Price and any such other payment, and to certify, on behalf of such Seller, as
to the accuracy of the representations and warranties of such Seller under, or pursuant to the terms of, this Agreement;

(e)
(i) dispute or refrain from disputing, on behalf of such Seller, any claim made by Purchaser under this Agreement; (ii) negotiate
and compromise, on behalf of such Seller, any dispute that may arise under, and to exercise or refrain from exercising any remedies
available under, this Agreement; and (iii) execute, on behalf of such Seller, any settlement agreement, release or other document
with respect to such dispute or remedy;

(f)
waive, on behalf of such Seller, any closing condition contained in Section 7 of this Agreement and to give or agree to,
on behalf of such Seller, any and all consents, waivers, amendments or modifications, deemed by the Sellers’ Representative,
in its sole discretion, to be necessary or appropriate under this Agreement and, in each case, to execute and deliver any documents
that may be necessary or appropriate in connection therewith;

(g)
enforce, on behalf of such Seller, any claim against Purchaser arising under this Agreement;

(h)
receive, on behalf of such Seller, any notices or summons;

(i)
engage attorneys, accountants and agents at the expense of the Sellers;

(j)
amend this Agreement or any of the instruments to be delivered to Purchaser by such Seller pursuant to this Agreement; and

(k)
make all such determinations and decisions, and give such instructions and to take such action or refrain from taking such action,
on behalf of such Seller, as the Sellers’ Representative deems, in its sole discretion, necessary or appropriate to carry
out the provisions of this Agreement.

10.3
Payments to Sellers. Except as otherwise expressly provided in this Agreement, subject to the Sellers’ Representative’s
right to retain amounts to pay expenses incurred in connection with fulfillment of its duties hereunder, all amounts received
by the Sellers’ Representative pursuant to this Agreement, and any other amounts to be released or paid to the Sellers hereunder,
shall be promptly distributed to the Sellers in accordance with and as required by their Pro-rata Interest and the respective
priorities, preferences and rights set forth on Schedule 1 hereto.

10.4
Limitations on Authority. In discharging its responsibilities hereunder, except as otherwise contemplated in this Agreement,
the Sellers’ Representative shall treat all Sellers equally.

21

10.5
Actions by Sellers. Each Seller agrees that, notwithstanding the foregoing, at the request of Purchaser or the Sellers’
Representative, such Seller shall take all actions necessary or appropriate to consummate the transaction contemplated hereby
(including delivery of such Seller’s Shares and acceptance of the purchase price therefor) individually on such Seller’s
own behalf, and delivery of any other documents required of the Sellers pursuant to the terms hereof.

10.6
Indemnification of Sellers’ Representative. Each Seller shall indemnify the Sellers’ Representative against
any Damages (except such Damages as result from the Sellers’ Representative’s gross negligence or willful misconduct)
that the Sellers’ Representative may suffer or incur in connection with any action or omission of the Sellers’ Representative.
Each Seller shall bear its pro rata share of such Damages in accordance with such Seller’s Pro-rata Interest. The Sellers’
Representative shall not be liable to any Seller with respect to any action or omission taken or omitted to be taken by the Sellers’
Representative pursuant to this Section 10, except for its gross negligence or willful misconduct.

10.7
Purchaser’s Reliance. Purchaser will be entitled to rely upon, without investigation, any act, notice, instruction
or communication from the Sellers’ Representative on behalf of the Sellers and will not be liable in any manner whatsoever
for any action taken or not taken in reliance upon the actions taken or not taken or communications or writings given or executed
by the Sellers’ Representative. A notice to Sellers’ Representative shall be deemed to be notice to all Sellers hereunder,
and a decision, act, consent or instruction of the Sellers’ Representative, including an amendment, extension or waiver
of this Agreement, shall constitute a decision of all Sellers and shall be final, binding and conclusive upon the Sellers. Any
payment by Purchaser to Sellers’ Representative under this Agreement will be considered a payment by Purchaser to all of
the Sellers.

10.8
Successor Appointment. In the event that John D. Thomas P.C. refuses to serve, or is no longer capable of serving, as Sellers’
Representative, Sellers shall appoint another person to serve as Sellers’ Representative; provided that such appointment
is consented to by Purchaser, which consent shall not be unreasonably withheld.

11.
Miscellaneous.

11.1
Lock-up Waiver and Termination. The Company hereby releases certain Shares, as indicated on Schedule 1 (the “Lock-up
Shares”), subject to certain Lock-up and Resale Restriction Agreements, dated as of December 29, 2016 (collectively,
the “Lock-up Agreements”), from the restrictions on transfer of the Shares imposed by the Company therein,
and the parties hereby terminate such Lock-up Agreements and render such Lock-up Agreements of no further force or effect. Nothing
in the Lock-up Agreements shall prohibit the sale of the Lock-up Shares to Purchaser pursuant to this Agreement.

11.2
Jurisdiction; Venue; Services of Process. Each of the parties hereto hereby irrevocably and unconditionally consents to
submit to the exclusive jurisdiction of the courts of the State of Nevada and of the United States of America, in each case located
in Clark County, for any Proceeding arising out of or relating to this Agreement and the transactions contemplated hereby (and
agrees not to commence any Proceeding relating thereto except in such courts), and further agrees that service of any process,
summons, notice or document by U.S. registered mail to its respective address set forth in this Agreement shall be effective service
of process for any Proceeding brought against it in any such court. Each of the parties hereto hereby irrevocably and unconditionally
waives any objection to the laying of venue of any Proceeding arising out of this Agreement or the transactions contemplated hereby
in the courts of the State of Nevada or the United States of America, in each case located in Clark County, and hereby further
irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such Proceeding brought in
any such court has been brought in an inconvenient forum. Each of the parties agrees that a final judgment in any such Proceeding
shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law.

22

11.3
Waiver of Jury Trial. EACH OF THE PARTIES HERETO WAIVES AND COVENANTS TO WAIVE IN ANY TRIAL, ANY RIGHT IT MAY HAVE TO TRIAL
BY JURY IN RESPECT OF ANY LITIGATION BASED ON, ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY COURSE OF CONDUCT,
COURSE OF DEALING, VERBAL OR WRITTEN STATEMENT OR ACTION OF ANY PARTY HERETO.

11.4
Waivers. Any waiver of any of the terms or conditions of this Agreement must be in writing and must be duly executed by
or on behalf of the party to be charged with such waiver or, with respect to any waiver on behalf of the Sellers, such written
waiver must be signed solely by the Sellers’ Representative and shall be binding on all Sellers. The failure of a party
to exercise any of its rights hereunder or to insist upon strict adherence to any term or condition hereof on any one occasion
shall not be construed as a waiver or deprive that party of the right thereafter to insist upon strict adherence to the terms
and conditions of this Agreement at a later date. Further, no waiver of any of the terms and conditions of this Agreement shall
be deemed to or shall constitute a waiver of any other term of condition hereof (whether or not similar).

11.5
Notices. All notices and other communications under this Agreement shall be in writing and shall be deemed to have been
duly given only if done in the following ways: (i) on the day of delivery if delivered personally, (ii) two Business Days after
the date of mailing if mailed by registered or certified first class mail, postage prepaid, (iii) the next Business Day following
deposit with an overnight air courier service which guarantees next day delivery, or (iv) when sent, if sent by facsimile or email
(receipt acknowledged), to the other party at the following address (or to such Person or Persons or such other address or addresses
as a party may specify by notice pursuant to this provision):

(a)

If
to Purchaser, to:

The
Crypto Company

23805
Stuart Ranch Road, Suite 235

Malibu,
CA 90265

Attention:
Michael Poutre II

Facsimile
No.: (310) 229-1285

Email:
mike@thecryptocompany.com

With
a copy to (which shall not constitute notice to Purchaser):

Drinker
Biddle & Reath LLP

1800
Century Park East, Suite 1500

Los
Angeles, CA 90067

Attention:
Alan A. Lanis, Jr., Esq.

Facsimile:
(310) 229-1285

Email:
jr.lanis@dbr.com

23

(b)

If
to the Company (before the Closing) or Sellers, to:

Croe,
Inc.

11650
South State Street, Suite 240

Draper,
UT 84020

Attention:
Deborah Thomas, Chief Executive Officer

Facsimile:
(801) 816-2599

Email:
Ally4595@gmail.com

(c)

If
to the Sellers’ Representative, to:

John
D. Thomas P.C.

11650
South State Street, Suite 240

Draper,
UT 84020

Attention:
John D. Thomas, President

Facsimile:
(801) 816-2599

Email:
jthomas@acadiagrp.com

With
a copy to:

J.M.
Walker & Associates, Attorneys at Law

7841
S. Garfield Way

Centennial,
CO 80122

Attention:
Jody M. Walker, Esq.

Facsimile:
(303) 482-2731

Email:
jmwlkr85@gmail.com

11.6
Amendments. At any time prior to the Closing Date, this Agreement may be amended, supplemented or modified by a writing
signed by the Purchaser and the Sellers’ Representative (on behalf of all Sellers pursuant to Section 10).

11.7
Expenses. Purchaser shall bear the expenses of Purchaser in connection with this Agreement and the transactions to effectuate
this Agreement. The Company shall bear the expenses of the Company and the Sellers in connection with this Agreement and the transactions
to effectuate this Agreement, including financial advisors’, attorneys’ and accountants’ fees, if any, in connection
with the transactions to effectuate this Agreement. Notwithstanding anything in the foregoing, in the event that any expenses
of the Company or the Sellers have not been paid by the Company as of the Closing, such expenses shall be deducted from the Purchase
Price payable to the Sellers in accordance with the provisions of Section 2.3 hereof.

11.8
Entire Agreement. This Agreement and the documents and instruments and other agreements specifically referred to herein
or delivered pursuant hereto, including the exhibits and schedules hereto, together constitute the entire agreement among the
parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral,
among the parties with respect to the subject matter hereof.

11.9
Governing Law. This Agreement shall be governed by and interpreted in accordance with the Laws of the State of Nevada,
without reference to its conflicts of law provisions.

24

11.10
Section and Paragraph Headings. The section and paragraph headings contained in this Agreement are for reference purposes
only and shall not affect in any way the meaning or interpretation of this Agreement.

11.11
Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same instrument.

11.12
Parties in Interest. Except for the rights conferred upon Indemnified Parties, nothing contained in this Agreement, is
intended to confer upon any Person, other than the parties hereto and their permitted assignees, any rights or remedies under
or by reason of this Agreement. Purchaser may assign this Agreement and any of its rights hereunder (but not its obligations)
in whole or in part to any Affiliate of Purchaser, and to any other Person that is a successor to Purchaser or all or any portion
of its business whether by merger, combination, recapitalization, stock sale, asset sale or otherwise; provided, however,
that no such assignment shall relieve Purchaser of its obligations hereunder. The Company, the Sellers and the Sellers’
Representative shall not assign this Agreement or any rights hereunder, or delegate any obligations hereunder, to any other Person
without prior written consent of Purchaser. Subject to the preceding sentences, this Agreement shall inure to the benefit of,
and be binding upon, the parties hereto and their respective successors and assigns.

11.13
Definition of Knowledge, Business Day and Material Adverse Effect. For purposes of this Agreement, (a) the term “Knowledge”
(including any derivation thereof) as applied to the Company or the Sellers shall mean information which any officer or director
of the Company actually knew; provided that such individuals shall be deemed to have knowledge of a particular fact or other matter
if such knowledge would have been obtained from reasonable inquiry of the individuals charged with administrative or operations
responsibility for the subject matter of the representation in question; (b) the term “Business Day”
shall mean a day (i) other than a Saturday or Sunday and (ii) on which commercial banks are open for business in Las Vegas, Nevada,
and (c) the term “Material Adverse Effect”) shall mean any event, circumstance, change, occurrence or
effect (collectively, “Events”) or series of Events that, individually or in the aggregate, has a material
and adverse effect upon the assets, liabilities, financial condition or operating results of the Company; provided that
none of the following (either alone or in combination with any other Event) shall be deemed to constitute, and none of the following
shall be taken into account in determining whether there has been, a Material Adverse Effect: any adverse Event arising from or
relating to (i) general business, industry or economic conditions, including such conditions related to the business or the industry
in which it operates, (ii) any failure by the Company to meet, with respect to any period or periods, any projections or forecasts,
estimates of earnings or revenues or business plan, (iii) national or international political, regulatory or social conditions,
including the engagement by the United States or any other country or group in hostilities, whether or not pursuant to the declaration
of a national emergency or war, or the occurrence of any military or terrorist attack upon the United States or any other country,
or any of their respective territories, possessions, or diplomatic or consular offices or upon any military installation, equipment
or personnel of the United States or any other country or group, (iv) changes in GAAP, (v) changes in Laws, (vi) the taking of
any action or omission to act required by this Agreement and the other agreements contemplated hereby (including the taking of
any action or omission to act with the prior written consent of Purchaser), or (vii) any “act of God,” including natural
disasters and earthquakes; provided further, that any Event referred to in clauses (i), (iii), (iv), (v), or (vii) immediately
above shall be taken into account in determining whether there has been a Material Adverse Effect to the extent that such Event
has a materially disproportionate effect on the Company compared to other participants in the industries in which the Company
participates.

25

11.14
Rules of Construction. The parties hereto agree that they have been represented by counsel during the negotiation, preparation
and execution of this Agreement and, therefore, waive the application of any Law, holding or rule of construction providing that
ambiguities in an agreement or other document will be construed against the party drafting such agreement or document. Within
this Agreement and all other documents required to consummate the transactions contemplated herein, the singular shall include
the plural and the plural shall include the singular, the use of the term “including” shall be read to follow with
the words “without limitation,” and any gender shall include all other genders, all as the meaning and the context
of this Agreement shall require. Whenever this Agreement refers to a number of days, such number shall refer to calendar days
unless Business Days are specified. If any action is to be taken or given on or by a particular calendar day, and such calendar
say is not a Business Day, then such action may be deferred until the next Business Day. Any reference to any federal, state,
local, or foreign statute or Law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the
context requires otherwise.

11.15
Severability. In the event that any of the provisions of this Agreement shall be held by a court or other tribunal of competent
jurisdiction to be illegal, invalid or unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary
so that this Agreement shall otherwise remain in full force and effect.

11.16
Specific Performance. The parties hereto agree that irreparable damage would occur in the event that any of the provisions
of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed
that the parties hereto shall be entitled to seek an injunction or injunctions to prevent breaches of this Agreement and to enforce
specifically the terms and provisions of this Agreement, without any requirement to post security as a prerequisite to obtaining
an injunction, this being in addition to any other remedy to which they are entitled at law or in equity. Each of the Company,
the Sellers and the Sellers’ Representative, on the one hand, and the Purchaser, on the other hand, hereby waives any defense
that a remedy at law would be adequate and agrees not to raise any objections to the availability of the equitable remedy of specific
performance to prevent or restrain breaches or threatened breaches of this Agreement by the Company, any Seller, the Sellers’
Representative, or the Purchaser, as applicable, and to specifically enforce the terms and provisions of this Agreement to prevent
breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of the Company, the Sellers,
the Sellers’ Representative, and the Purchaser, as applicable, under this Agreement. Except as otherwise provided herein,
any and all remedies herein conferred upon a party hereto will be deemed cumulative with and not exclusive of any other remedy
conferred hereby, or by applicable Law or equity upon such party, and the exercise by a party hereto of any one remedy will not
preclude the exercise of any other remedy.

[REMAINDER
OF PAGE INTENTIONALLY BLANK]

26

IN
WITNESS WHEREOF, the parties hereto have each caused this Agreement to be executed by their duly authorized representatives as
of the day and year first above written.

PURCHASER

The
Crypto Company

By:

/s/
Michael Poutre II

Michael
Poutre II,

Chief Executive
Officer

Uptick
Capital, LLC

By:

/s/
Simeon Wohlberg

Simeon
Wohlberg,

Member

sellers’
representative

John
D. Thomas, P.C.

By:

/s/
John D. Thomas

John
D. Thomas,

President

COMPANY

Croe,
Inc.

By:

/s/
Deborah Thomas

Deborah
Thomas,

Chief
Executive Officer

27

Table
of Contents

Page

1.

Purchase
and Sale of Shares

1

2.

Purchase
Price

1

2.1

Aggregate
Consideration

1

2.2

Escrow
Account

1

2.3

Payment
of the Purchase Price

2

2.4

For
purposes of this Agreement,

2

3.

Closing

2

4.

Representations
and Warranties Relating to the Company

3

4.1

Organization
and Qualification

3

4.2

Authority
and Binding Obligation

3

4.3

Capitalization

3

4.4

Subsidiaries

4

4.5

No
Conflicts; Regulatory Filings

4

4.6

Financial
Information; No Liabilities

4

4.7

Absence
of Changes

5

4.8

Contracts
and Commitments

6

4.9

Intellectual
Property

6

4.10

Real
and Personal Property

7

4.11

Transactions
with Interested Persons

7

4.12

Insurance

7

4.13

Litigation

7

4.14

Compliance
with Laws

8

4.15

Employees

8

4.16

Brokers’
and Finders’ Fees

9

4.17

Environmental
Matters

9

4.18

Books
and Records

10

4.19

Inventory

10

4.20

View
to Operate

10

4.21

No
Material Untrue Statements

10

4.22

Disclaimer
of Warranties

10

5.

Representations
and Warranties of Purchaser

11

5.1

Organization
and Qualification

11

5.2

Authority
and Binding Obligation

11

5.3

No
Conflicts; Regulatory Filings

11

5.4

Brokers’
and Finders’ Fee

11

5.5

Financing

11

5.6

Acquisition
of Equity For Investment

11

5.7

Solvency

12

5.8

No
Reliance

12

6.

Understandings
and Covenants

12

6.1

Mutual
Cooperation

12

6.2

Conduct
of the Business Pending Closing

12

6.3

Access
to Information

12

6.4

Notification
of Certain Events

13

6.5

Tax
Matters

13

6.6

Efforts
to Consummate

14

-i-

Table
of Contents

(continued)

Page

6.7

Public
Announcements

14

6.8

Exclusive
Dealing

14

6.9

Lock-up
Agreement

15

6.10

Further
Assurances

15

7.

Conditions
of the Closing

15

7.1

Conditions
to the Sellers’ Representative’s Obligations

15

7.2

Conditions
to Purchaser’s Obligations

16

8.

Survival
and Indemnification

17

8.1

Survival

17

8.2

Indemnification
of the Parties

18

8.3

Mitigation

19

8.4

Purchase
Price Adjustment

19

8.5

No
Rights to Indemnification or Contribution

19

9.

Termination;
Remedies

20

9.1

Termination

19

9.2

Effect
of Termination

20

10.

Sellers’
Representative

20

10.1

Sellers’
Representative

20

10.2

Authority

20

10.3

Payments
to Sellers

21

10.4

Limitations
on Authority

21

10.5

Actions
by Sellers

21

10.6

Indemnification
of Sellers’ Representative

22

10.7

Purchaser’s
Reliance

22

10.8

Successor
Appointment

22

11.

Miscellaneous

22

11.1

Lock-up
Waiver and Termination

22

11.2

Jurisdiction;
Venue; Services of Process

22

11.3

Waiver
of Jury Trial

23

11.4

Waivers

23

11.5

Notices

23

11.6

Amendments

24

11.7

Expenses

24

11.8

Entire
Agreement

24

11.9

Governing
Law

24

11.10

Section
and Paragraph Headings

24

11.11

Counterparts

25

11.12

Parties
in Interest

25

11.13

Definition
of Knowledge, Business Day and Material Adverse Effect

25

11.14

Rules
of Construction

25

11.15

Severability

26

11.16

Specific
Performance

26

-ii-

Table
of Contents

(continued)

EXHIBITS
AND SCHEDULES

Schedule
1

Sellers

Schedule
2

Purchasers

Schedule
4.3

Capitalization

Schedule
4.10(a)

Terminated
Sublease Agreement

Schedule
4.15(a)

Employees

Exhibit
A

Escrow
Agreement

Exhibit
B

Form
of Resignation and Release

Exhibit
C

Form
of Sublease Termination Agreement

Exhibit
D

Form
of Lock-up and Leak-out Agreement

-iii-

Annex
A

DEFINITIONS

Term

Section

“Acquisition
Transaction”

Section
6.8

“Affiliate”

Section
4.13

“Agreement”

Preamble

“Board
of Directors”

Section
4.2

“Business
Day”

Section
11.13

“Closing”

Section
3

“Closing
Date”

Section
3

“Company”

Preamble

“Contract”

Section
4.7(n)

“Damages”

Section
8.2(a)

“Encumbrances”

Section
2.4(a)

“Environmental
Laws”

Section
4.17(d)

“Escrow
Account”

Section
2.2

“Escrow
Agent”

Section
2.2

“Escrow
Agreement”

Section
2.2

“Events”

Section
11.13

“Financial
Statements”

Section
4.6(a)

“Fundamental
Representations”

Section
8.1(a)

“GAAP”

Section
4.7(c)

“Governmental
Entity”

Section
4.14(a)

“Governmental
Order”

Section
4.14(a)

“Hazardous
Substances”

Section
4.17(d)(ii)

“Indemnified
Party”

Section
8.2(a)

“Indemnified
Parties”

Section
8.2(a)

“Intellectual
Property”

Section
4.9(a)

“Knowledge”

Section
11.13

“Law”

Section
4.14(a)

“Liability”

Section
2.4(b)

“Lock-up
Agreement”

Section
6.9

“Lock-up
Agreements”

Section
11.1

“Lock-up
Shares”

Section
11.1

“Material
Adverse Effect”

Section
11.13

“Ordinary
Course of Business”

Section
2.4(c)

“Permits”

Section
4.14(c)

“Person”

Section
2.4(d)

“Pre-Closing
Tax Period”

Section
6.5(a)(i)

“Proceeding”

Section
4.13

“Pro-rata
Interest”

Section
2.3

“Purchase
Price”

Section
2.1

“Purchaser”

Preamble

“Purchaser’s
Representatives”

Section
6.3

“Recent
Balance Sheet”

Section
4.6(a)

Term

Section

“SEC”

Section
4.6(a)

“State
Street Sublease”

Section
4.10(a)

“Seller”

Preamble

“Sellers”

Preamble

“Sellers’
Representative”

Preamble

“Shares”

Recitals

“Straddle
Period”

Section
6.5(a)(ii)

“Tax”

Section
6.5(a)(iii)

“Tax
Return”

Section
6.5(a)(iv)

“Taxes”

Section
6.5(a)(iii)

“Termination
Date”

Section
9.1(b)

“Transaction
Expenses”

Section
2.4(e)

“Transfer
Taxes”

Section
6.5(d)

ii

EX-2.3
4
ex2-3.htm

SHARE
EXCHANGE AGREEMENT

THIS
SHARE EXCHANGE AGREEMENT (the “Agreement”) is made and entered into this 7th day of June 2017, by and
between Croe, Inc., a Nevada corporation (the “Company”), and Michael Poutre II (“TCC Holder
Representative”), solely in his individual capacity as a representative of the shareholders (each a “TCC
Holder” and collectively the “TCC Holders”) of The Crypto Company (“TCC”)
listed on Schedule 1 hereto. TCC Holder Representative and the Company may each be referred to individually as a “Party”
and collectively as the “Parties.”

WHEREAS,
the TCC Holders own 100% of the issued and outstanding shares of common stock of TCC, no par value (the “TCC Shares”);
and

WHEREAS,
the Company has agreed to issue to the TCC Holders an aggregate of up to 7,026,609 shares of common stock of the Company, par
value $0.001 per share (the “Company Shares”), in exchange for the TCC Shares.

NOW,
THEREFORE, in consideration of the mutual promises, covenants and conditions contained herein and subject to the terms and
conditions set forth below, and intending to be legally bound, the Parties hereto agree as follows:

Article
1

CERTAIN
DEFINITIONS

The
following terms shall, when used in this Agreement, have the following meanings:

1.1
“Encumbrance” means any charge, claim, community property interest, pledge, condition, equitable interest,
lien (statutory or other), option, security interest, mortgage, easement, encroachment, right of way, right of first refusal,
or restriction of any kind, including any restriction on use, voting, transfer, receipt of income or exercise of any other attribute
of ownership.

1.2
“Governmental Authority” means any federal, state, local or foreign government or political subdivision
thereof, or any bureau, board, directorate, commission, official, department, agency or other agent or instrumentality of such
government or political subdivision, or any self-regulated organization or other non-governmental regulatory authority or quasi-governmental
authority (to the extent that the rules, regulations or orders of such organization or authority have the force of Law), or any
arbitrator, court or tribunal of competent jurisdiction.

1.4
“Person” means an individual, corporation, limited liability company, partnership, joint venture, trust
or unincorporated organization, or a Governmental Authority, or any other entity of any kind.

1.5
“SEC” means the United States Securities and Exchange Commission.

1.6
“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations thereunder.

Article
2

SHARE
EXCHANGE

2.1
Exchange of the TCC Shares for Company Shares. On the terms and subject to the conditions set forth in this Agreement,
at Closing, the TCC Holder Representative shall transfer and surrender to the Company all of the TCC Holders’ rights, titles
and interests in, to and under the TCC Shares, free and clear of all Encumbrances, and in consideration therefor, the Company
shall issue to each TCC Holder eighteen (18) Company Shares for each TCC Share held by such TCC Holder, which Company Shares shall
be free and clear of all Encumbrances.

2.2
Closing. The closing of the transactions contemplated by this Agreement (“Closing”) shall take
place as soon as practicable upon the mutual execution and delivery hereof or at such other time as the Parties shall agree (the
“Closing Date”).

2.3
Transactions at Closing. At the Closing:

(a)
The TCC Holder Representative shall deliver to the Company the following:

(i)
all right, title and interest to and in the TCC Shares, free and clear of any Encumbrances;

(ii)
evidence reasonably satisfactory to the Company that the TCC Holders and the TCC Holder Representative have taken all action necessary
to authorize the execution of this Agreement and the consummation of the transactions contemplated hereby; and

(iii)
such other documents, instruments and certificates as are reasonably requested by the Company.

(b)
The Company shall deliver to the TCC Holders the following:

(i)
all right, title and interest to and in the Company Shares, free and clear of any Encumbrances;

(ii)
evidence reasonably satisfactory to the TCC Holder Representative that the Company has taken all action necessary to authorize
the execution of this Agreement and the consummation of the transactions contemplated hereby; and

(iii)
such other documents, instruments and certificates as are reasonably requested by the TCC Holder Representative.

Article
3

REPRESENTATIONS
AND WARRANTIES OF THE TCC HOLDER REPRESENTATIVE

The
TCC Holder Representative represents and warrants to the Company that the statements contained in this Article 3 are true, correct
and complete as of the Closing Date.

3.1
Organization and Good Standing; Authority and Validity. TCC Holder Representative has all requisite power, authority and
legal capacity to execute, deliver, and perform his, her or its obligations under and to consummate the transactions contemplated
by this Agreement.

3.2
Title to the TCC Shares. No Person has acquired or has any right to acquire, directly or indirectly, the TCC Shares, and
there is no agreement to which the TCC Holder Representative or any TCC Holder is or has been a party, or is or has been otherwise
bound relating to the direct or indirect sale or transfer of the TCC Shares. There are no agreements or restrictions affecting
the right of the TCC Holder Representative or the TCC Holders to convey the TCC Shares to the Company, and no Person has any preemptive
or other rights with respect to the TCC Shares. The TCC Holders own the TCC Shares beneficially and of record, free and clear
of any and all Encumbrances and the TCC Holders have the absolute right, authority, power and capacity to surrender and transfer
the TCC Shares to the Company free and clear of any and all Encumbrances.

3.3
Investment Representations.

(a)
Each TCC Holder is an “accredited investor” within the meaning of Rule 501(a) under the Securities Act.

(b)
Each TCC Holder is experienced in evaluating and investing in securities transactions of the kind and nature contemplated by this
Agreement and acknowledges that he, she or it has such knowledge and experience in financial and business matters that he, she
or it is capable of evaluating the merits and risks of the transactions contemplated by this Agreement.

(c)
The Company Shares to be acquired by the TCC Holders will be acquired for investment for each TCC Holder’s own account,
not as a nominees or agent, and not with a view to the resale or distribution of any part thereof. No TCC Holder has a present
intention of selling, granting, any participation in, or otherwise distributing the same. No TCC Holder presently has any contract
with any Person to sell, transfer or grant participations to such Person, with respect to any of the Company Shares.

(d)
Each TCC Holder understands that the Company Shares have not been, and will not be, registered under the Securities Act, by reason
of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona
fide nature of the investment intent and the accuracy of the TCC Holder Representative’s representations as expressed herein.
Each TCC Holder understands that the Company Shares are “restricted securities” under applicable U.S. federal and
state securities Laws and that, pursuant to these Laws, the TCC Holder must hold the Company Shares indefinitely unless they are
registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements
is available. The TCC Holder Representative acknowledges that the Company has no obligation to register or qualify the Company
Shares for resale. The TCC Holder Representative further acknowledges that if an exemption from registration or qualification
is available, it may be conditioned on various requirements, including, but not limited to, the time and manner of sale, the holding
period for the Company Shares, and on requirements relating to the Company which are outside of the TCC Holder Representative’s
control, and which the Company is under no obligation to and may not be able to satisfy. The TCC Holder Representative understands,
acknowledges and agrees that the Company Shares will be uncertificated and represented by an entry on the books of the Company.

Article
4

REPRESENTATIONS
AND WARRANTIES OF THE COMPANY

The
Company represents and warrants to the TCC Holder Representative that the statements contained in this Article 4 are correct and
complete as of the date of this Agreement and as of the Closing Date.

4.1
Organization and Qualification. The Company is a corporation duly organized, validly existing and in good standing under
the Laws of the State of Utah.

4.2
Authority and Validity. The Company has all requisite corporate power and authority to execute, deliver and perform its
obligations under and to consummate the transactions contemplated by this Agreement. This Agreement has been duly executed and
delivered by the Company and is the legal, valid and binding obligation of the Company, enforceable against the Company in accordance
with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance,
or other laws of general application relating to or affecting the enforcement of creditors’ rights generally, or (ii) as
limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

4.3
The Company Shares. The Company Shares, when issued by the Company to the TCC Holders, will be validly issued, fully paid
and non-assessable, free and clear of any and all Encumbrances and the TCC Holders will hold good, valid and marketable title
to the Company Shares.

Article
5

MISCELLANEOUS

5.1
Parties Obligated and Benefited. This Agreement shall be binding upon the Parties and their respective permitted assigns
and successors in interest and shall inure solely to the benefit of the Parties and their respective permitted assigns and successors
in interest, and no other Person shall be entitled to any of the benefits conferred by this Agreement. Without the prior written
consent of the other Party, no Party may assign this Agreement or any of its rights or interests or delegate any of its duties
under this Agreement.

5.2
Notices. Any notices and other communications required or permitted hereunder shall be in writing and shall be effective
upon delivery by hand or upon receipt if sent by certified or registered mail (postage prepaid and return receipt requested) or
by a nationally recognized overnight courier service (appropriately marked for overnight delivery) or upon transmission if sent
by confirmed facsimile. Notices shall be addressed as follows:

If
to the Company, to:

Croe,
Inc.

c/o
John D. Thomas P.C.

11650
South State Street, Suite 240

Draper,
UT 84020

Attn:
John D. Thomas

If
to the TCC Holder Representative, to:

The
Crypto Company

23805
Stuart Ranch Road, Suite 235

Malibu,
CA 90265

Attn:
Michael Poutre II

Any
Party may change the address to which notices are required to be sent by giving notice of such change in the manner provided in
this Section 5.2.

5.3
Headings. The Article and Section headings of this Agreement are for convenience and reference only and shall not constitute
a part of this Agreement or in any way affect the meaning, scope or interpretation thereof.

5.4
Choice of Law. This Agreement and the rights of the Parties under the Agreement shall be governed by and construed in all
respects in accordance with the laws of the State of Nevada without giving effect to any choice of law provision or rule, whether
of the State of Nevada or any other jurisdiction, that would cause the application of the laws of any jurisdiction other than
the State of Nevada to apply.

5.5
Rights Cumulative. All rights and remedies of each of the Parties under this Agreement shall be cumulative, and the exercise
of one or more rights or remedies shall not preclude the exercise of any other right or remedy available under this Agreement
or applicable law.

5.6
Further Actions. The TCC Holder Representative and the Company shall execute and deliver to one another, from time to time
at or after Closing, for no additional consideration and at no additional cost to the requesting Party, such further assignments,
certificates, instruments, records, or other documents, assurances or things as may be reasonably necessary to give full effect
to this Agreement and to allow each Party fully to enjoy and exercise the rights accorded to and acquired by it under this Agreement.

5.7
Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but
all of which when taken together shall constitute one and the same instrument and facsimile signatures shall be deemed original
signatures for any and all purposes.

5.8
Entire Agreement. This Agreement contains the entire agreement of the Parties and supersedes all prior oral or written
agreements, understandings, negotiations and representations to the extent that they relate in any way to the subject matter hereof.

5.9
Amendments and Waivers. No amendment of any provision of this Agreement shall be valid unless the same shall be in writing
and signed by the Parties. No waiver by any Party of any of the provisions of this Agreement shall operate or be construed as
a waiver unless signed by the party so waiving. No waiver by any Party of any default, misrepresentation or breach of warranty
or covenant hereunder, whether intentional or not, shall be deemed to extend to any prior or subsequent default, misrepresentation
or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such
occurrence.

5.10
Expenses. Except as otherwise provided in this Agreement, each Party shall bear its own costs and expenses (including legal
fees and expenses and accountants’ fees and expenses) incurred in connection with the negotiation and preparation of this
Agreement, the performance of its obligations and the consummation of the transactions contemplated hereby.

[SIGNATURE
PAGE TO FOLLOW]

IN
WITNESS WHEREOF, the Parties hereto have duly executed this Agreement as of the day and year first above written.